REFORM AND ENHANCEMENT of Business...

52
REFORM AND ENHANCEMENT of Business Structure ANNUAL REPORT 2011 For the year ended March 31, 2011

Transcript of REFORM AND ENHANCEMENT of Business...

Page 1: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

1Å

1nm

1microm

1mm

1nm 10micro400nm 500nm 700nm 1micro(Electron Beam)

(Ultraviolet) (Visible) (Infrared)

(Measurement PrecisionResolution)

( Wavelength Used)

(Radio Waves)1nm 10micro1400 500 700 1micro(Electron Beam)m

( W U

(Radio Wa

Scanning Electron Microscope

Proximity AlignerChip Defect Inspection System

Auto RefractometerAuto Kerato-Refractometer

Rotating Laser

Optical Engine for Projectors

3D OCT

Retinal Camera

Image Measuring

Electrical Measurement Instrument

Infrared Optical Parts

Total StationGNSSMachine

Controls

Topconrsquos Strength A Wide Range of Wavelengths

Profile

01Contents

History of Topcon

02

Our ThreeBusiness Fields

04

ConsolidatedFinancialHighlights

06

To OurStakeholders

08

Interview withthe President

10Special Feature 1Reform ampEnhancement ofBusiness Structure

14

Special Feature 2TopconrsquosTechnologicalProwess

18

At a Glance

20

PositioningBusiness

22

Eye CareBusiness

24

FinetechBusiness

26

Global Network

28CSR

30

Directors Corporate Auditorsand ExecutiveOfficers

33

Glossary

34

FinancialSection

35

CorporateProfile

47

StockInformation

47

Japanese andOverseas GroupCompanies

48

Ever since its establishment in 1932 the Topcon Group has maintained optical technology as its core technologyand has now merged this field with digital technology to develop a wide range of businesses The Companyrsquosoptical technology spanning a wide range of wavelengths from electron beams to infrared rays is our majorstrength Furthermore from early on we have sought customers from many regions and have thus cultivatedmarkets in such areas as the United States and Europe As a result we are currently implementing a global man-agement system with development production and sales centers in countries throughout the worldThe Topcon Group aims to create new value and by extension contribute to mankind by differentiating itself fromits rivals through the provision of the worldrsquos top as well as attractive products faster than anyone else

Items related to performance forecasts and future outlookIn this annual report information regarding performance forecasts strategies and future outlook is based on predictions drawn from informationcurrently available Accordingly we would like you to be aware of the fact that our actual performance may deviate from the listed forecasts depend-ing on conditions going forward Unless stated otherwise information contained in this annual report is drawn from that currently available as ofAugust 2011

PROFILE

TOPCON Annual Report 2011 | Profile 01

Founding andBusiness Base Establishment Phase

Development Phase Growth 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

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

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

1932- 1963-U d k f l

1985-

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

1963Topcon RE Super

02 TOPCON Annual Report 2011 | History of Topcon

HISTORY OF TOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori amp Co Ltd (currentlySeiko Holdings Corporation) The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporationin 1989 Today the Company continues its activities as a general precision optical manufacturer mainly of survey-ing instruments and ophthalmic medical instruments

TOPCON Annual Report 2011 | History of Topcon 03

Mature Phase Transformation Phase

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

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

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

2009Established Topcon 3D Inspection Laboratories Inc a 3D inspection technology developmentdesign company in Canada and entered into the 3D metrology system and cutting-edge substrate inspection business

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

1994-R f h bb

2008-

2003Proximity Aligner for LCD Color Filters TME-1780S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

2010Substrate 3D Inspection System SB-Z500

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total Station QS

19983D Machine Control System3D-MC LPS

SurveyingGISMeasurementThe 3D Station NET05 offers the worldrsquos highest 05rdquo angle measurement accuracy (as of August 2011) as a total station It provides highly accurate and efficient measure-ments in areas ranging from industrial measurement to monitoring applications Furthermore we are the frontrun-ner and always lead the world in such areas as the launch of a survey-grade GNSS receiver that tracks both GPS of the US and GLONASS of Russia

ConstructionOur machine control systems significantly improve the produc-tion efficiency of construction sites through the control of machines by reproducing design data exactly

Precision AgricultureBy applying machine control technology for construction to the agricultural field we are making possible the automa-tion of agricultural machines and the incorporation of ICT into their operation Agricultural machines equipped with CropSpec sensors allow farm operators in real time to monitor crop conditions and manage the amount of fertilizer desirable for plant growth

Dual-Frequency GNSS Receiver HiPer II

Machine Control 3D-MC Millimeter GPS

Plant Nutrition Sensor CropSpec

Mobile Mapping System IP-S2 Lite

3D Station NET05AX

Mobile MeasurementBy simply mounting our sensor unit on a vehicle and driving you can collect surrounding 3D positional information and 360 degree images and create 3D virtual space using our worldrsquos first image processing technology

Positioning Business1

r

WorldrsquosNo1

OUR THREE BUSINESS FIELDS

The Topcon Group provides many attractive world-leading products in three business fields centering on ourunparalleled optical and cutting-edge digital technologies

A top three surveying instruments manufacturerThe Positioning Business is Topconrsquos largest business segment mainly providingmeasurement instruments primarily for measuring positions distances and angles Inrecent years we have been expanding our business domain to include applicationsfor high-precision 3D position information through the integration of our core tech-nologies which we have cultivated since our establishment leveraging our machinecontrol image processing GPS and other advanced technologies

04 TOPCON Annual Report 2011 | Our Three Business Fields

Ophthalmic InstrumentsAll over the world we supply diagnostic instru-ments that enable the observation and capture images 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 retinal imaging diagnostic equipment including retinal cameras and OCT as well as digital image filing systems

We are expanding our business to include not only diagnostic instruments but also treatment instruments most notably retinal laser photo-coagulators and operation microscopes

OptometricInstrumentsWe provide all types of vision testing equipment used at eyeglasses shops Topconrsquos auto refractome-ter which gauges the refrac-tive power of the eye and vision tester a device for measuring vision and other such equipment are highly regarded not only in Japan but around the globe

SemiconductorsWe supply a wide range of inspec-tion systems for cutting-edge semiconductor devices used in digital consumer electronics Furthermore the use of our optical technology our forte enables automatic high-speed high-precision inspection in place of traditional visual inspection

FPDsWe offer spectroradiometers that have the capability of measuring a wide dynamic range of brightness from ultra-low to ultra-high luminance for evaluating the quality of LEDs the use of which has been spreading rapidly in recent years

Optical DevicesWe develop and offer optical units for high-quality projec-tors used in presentations Moreover we provide the optical units considered to be the core parts of digital copying machines to major c o p i e r m a n u f a c t u r e r s throughout the world

Ophthalmic Laser PhotocoagulatorPASCAL

Auto Kerato-Refractometer KR-1

Substrate 3D Inspection System SB-Z500

Pico Projector

Optical Coherence Tomography3D OCT Series

SpectroradiometerSR-LEDW

Eye Care Business Finetech Business2 3

r WorldrsquosNo1

The largest manufacturer of ophthalmic instruments inthe industryWe provide ophthalmic diagnostic and treatment instruments and oph-thalm ic digital image fil ing systems primarily for ophthalmologydepartments in hospitals and optometric vision testing instruments foreyeglasses shops Furthermore recently we have been focusing on sys-tems solutions the development of advanced ophthalmic medicalinstruments and diabetic screening tools and other preventative medicaldevices

Topcon has the highest market share in optical measurement instrumentsWe primarily provide semiconductor inspection systems and flatpanel display (FPD) equipment In addition to optical measure-ment instruments that are essential for the evaluation of imagequality of displays such as color quality and brightness we alsosupply optical engines for projectors and optical devices for new-generation DVD media etc

TOPCON Annual Report 2011 | Our Three Business Fields 05

06 TOPCON Annual Report 2011 | Consolidated Financial Highlights

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

2011320103200932008320073 20113

Millions of yenThousands ofUS dollars

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

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) ()

Price earnings ratio (PER) (times)

Price book-value ratio (PBR) (times)

Equity ratio ()

Total assets turnover ratio (timesyear)

DE ratio ()

Dividend payout ratio

yen 102470515593094619964742101799

608(1288)44995286

10275(7903)

yen 3690812481655300

yen (1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

yen 94862

49350

31561

13950

69138

1405

545

133

2109

6378

9609

1112

yen 40490

125539

51501

yen 144

43717

15

01

101

729

01

03

3580

12

323

077

1272

2770

yen 112666

58031

33503

21131

83684

(6944)

(9326)

(9992)

2620

6448

11589

(6991)

yen 39801

119702

49706

yen (10789)

42972

(62)

(89)

103

743

77

(208)

mdash

09

332

087

1249

mdash

yen 110818

50928

39828

20061

81027

10975

9205

7736

2893

3746

10178

(16185)

yen 56082

139362

43329

yen 8352

60549

99

70

92

731

65

140

94

13

402

093

773

192

yen 110490

53631

38464

18394

80575

15276

14233

8549

3012

3287

9424

1019

yen 54689

99859

14068

yen 9230

59045

138

77

85

729

90

167

195

30

548

117

257

217

$ 1232358620077372178240102892487216467320

(15499)5410763581

123573(95051)

$ 4438801501099

665069

$ (0167)4793

Note For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 2011

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

093083073 103 113

Positioning Business (left) Eye Care Business (left)

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

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

20000 20

15000 15

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

093083073 103 113

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) ()

093083073 103 113

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OF RampD 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 (left)

Depreciation and amortization (right)

ROE AND ROA

20

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

4

3

2

1

0

(Times) (Times)

Price earnings ratio (PER)

Price-book value ratio(PBR)

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 7000

4000 6000

3000 5000

2000 4000

1000 3000

0 0

(Millions of yen) (Millions of yen)

093083073 103 113 093083073 103 113 093083073 103 113

093083073 103 113 093083073 103 113 093083073 103 113

TOPCON Annual Report 2011 | Consolidated Financial Highlights 07

FY2010 Financial Earnings Highlights

bullConsolidated net sales in FY2010 ended March 31 2011 rose 80 year on year to yen102470 million

bullOperating income surged 281 year on year to yen1799 million

bullThe Company recorded a net loss of yen1288 million owing to the incurrence of an extraordinary loss

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

1Å

1nm

1microm

1mm

1nm 10micro400nm 500nm 700nm 1micro(Electron Beam)

(Ultraviolet) (Visible) (Infrared)

(Measurement PrecisionResolution)

( Wavelength Used)

(Radio Waves)1nm 10micro1400 500 700 1micro(Electron Beam)m

( W U

(Radio Wa

Scanning Electron Microscope

Proximity AlignerChip Defect Inspection System

Auto RefractometerAuto Kerato-Refractometer

Rotating Laser

Optical Engine for Projectors

3D OCT

Retinal Camera

Image Measuring

Electrical Measurement Instrument

Infrared Optical Parts

Total StationGNSSMachine

Controls

Topconrsquos Strength A Wide Range of Wavelengths

Profile

01Contents

History of Topcon

02

Our ThreeBusiness Fields

04

ConsolidatedFinancialHighlights

06

To OurStakeholders

08

Interview withthe President

10Special Feature 1Reform ampEnhancement ofBusiness Structure

14

Special Feature 2TopconrsquosTechnologicalProwess

18

At a Glance

20

PositioningBusiness

22

Eye CareBusiness

24

FinetechBusiness

26

Global Network

28CSR

30

Directors Corporate Auditorsand ExecutiveOfficers

33

Glossary

34

FinancialSection

35

CorporateProfile

47

StockInformation

47

Japanese andOverseas GroupCompanies

48

Ever since its establishment in 1932 the Topcon Group has maintained optical technology as its core technologyand has now merged this field with digital technology to develop a wide range of businesses The Companyrsquosoptical technology spanning a wide range of wavelengths from electron beams to infrared rays is our majorstrength Furthermore from early on we have sought customers from many regions and have thus cultivatedmarkets in such areas as the United States and Europe As a result we are currently implementing a global man-agement system with development production and sales centers in countries throughout the worldThe Topcon Group aims to create new value and by extension contribute to mankind by differentiating itself fromits rivals through the provision of the worldrsquos top as well as attractive products faster than anyone else

Items related to performance forecasts and future outlookIn this annual report information regarding performance forecasts strategies and future outlook is based on predictions drawn from informationcurrently available Accordingly we would like you to be aware of the fact that our actual performance may deviate from the listed forecasts depend-ing on conditions going forward Unless stated otherwise information contained in this annual report is drawn from that currently available as ofAugust 2011

PROFILE

TOPCON Annual Report 2011 | Profile 01

Founding andBusiness Base Establishment Phase

Development Phase Growth 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

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

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

1932- 1963-U d k f l

1985-

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

1963Topcon RE Super

02 TOPCON Annual Report 2011 | History of Topcon

HISTORY OF TOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori amp Co Ltd (currentlySeiko Holdings Corporation) The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporationin 1989 Today the Company continues its activities as a general precision optical manufacturer mainly of survey-ing instruments and ophthalmic medical instruments

TOPCON Annual Report 2011 | History of Topcon 03

Mature Phase Transformation Phase

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

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

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

2009Established Topcon 3D Inspection Laboratories Inc a 3D inspection technology developmentdesign company in Canada and entered into the 3D metrology system and cutting-edge substrate inspection business

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

1994-R f h bb

2008-

2003Proximity Aligner for LCD Color Filters TME-1780S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

2010Substrate 3D Inspection System SB-Z500

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total Station QS

19983D Machine Control System3D-MC LPS

SurveyingGISMeasurementThe 3D Station NET05 offers the worldrsquos highest 05rdquo angle measurement accuracy (as of August 2011) as a total station It provides highly accurate and efficient measure-ments in areas ranging from industrial measurement to monitoring applications Furthermore we are the frontrun-ner and always lead the world in such areas as the launch of a survey-grade GNSS receiver that tracks both GPS of the US and GLONASS of Russia

ConstructionOur machine control systems significantly improve the produc-tion efficiency of construction sites through the control of machines by reproducing design data exactly

Precision AgricultureBy applying machine control technology for construction to the agricultural field we are making possible the automa-tion of agricultural machines and the incorporation of ICT into their operation Agricultural machines equipped with CropSpec sensors allow farm operators in real time to monitor crop conditions and manage the amount of fertilizer desirable for plant growth

Dual-Frequency GNSS Receiver HiPer II

Machine Control 3D-MC Millimeter GPS

Plant Nutrition Sensor CropSpec

Mobile Mapping System IP-S2 Lite

3D Station NET05AX

Mobile MeasurementBy simply mounting our sensor unit on a vehicle and driving you can collect surrounding 3D positional information and 360 degree images and create 3D virtual space using our worldrsquos first image processing technology

Positioning Business1

r

WorldrsquosNo1

OUR THREE BUSINESS FIELDS

The Topcon Group provides many attractive world-leading products in three business fields centering on ourunparalleled optical and cutting-edge digital technologies

A top three surveying instruments manufacturerThe Positioning Business is Topconrsquos largest business segment mainly providingmeasurement instruments primarily for measuring positions distances and angles Inrecent years we have been expanding our business domain to include applicationsfor high-precision 3D position information through the integration of our core tech-nologies which we have cultivated since our establishment leveraging our machinecontrol image processing GPS and other advanced technologies

04 TOPCON Annual Report 2011 | Our Three Business Fields

Ophthalmic InstrumentsAll over the world we supply diagnostic instru-ments that enable the observation and capture images 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 retinal imaging diagnostic equipment including retinal cameras and OCT as well as digital image filing systems

We are expanding our business to include not only diagnostic instruments but also treatment instruments most notably retinal laser photo-coagulators and operation microscopes

OptometricInstrumentsWe provide all types of vision testing equipment used at eyeglasses shops Topconrsquos auto refractome-ter which gauges the refrac-tive power of the eye and vision tester a device for measuring vision and other such equipment are highly regarded not only in Japan but around the globe

SemiconductorsWe supply a wide range of inspec-tion systems for cutting-edge semiconductor devices used in digital consumer electronics Furthermore the use of our optical technology our forte enables automatic high-speed high-precision inspection in place of traditional visual inspection

FPDsWe offer spectroradiometers that have the capability of measuring a wide dynamic range of brightness from ultra-low to ultra-high luminance for evaluating the quality of LEDs the use of which has been spreading rapidly in recent years

Optical DevicesWe develop and offer optical units for high-quality projec-tors used in presentations Moreover we provide the optical units considered to be the core parts of digital copying machines to major c o p i e r m a n u f a c t u r e r s throughout the world

Ophthalmic Laser PhotocoagulatorPASCAL

Auto Kerato-Refractometer KR-1

Substrate 3D Inspection System SB-Z500

Pico Projector

Optical Coherence Tomography3D OCT Series

SpectroradiometerSR-LEDW

Eye Care Business Finetech Business2 3

r WorldrsquosNo1

The largest manufacturer of ophthalmic instruments inthe industryWe provide ophthalmic diagnostic and treatment instruments and oph-thalm ic digital image fil ing systems primarily for ophthalmologydepartments in hospitals and optometric vision testing instruments foreyeglasses shops Furthermore recently we have been focusing on sys-tems solutions the development of advanced ophthalmic medicalinstruments and diabetic screening tools and other preventative medicaldevices

Topcon has the highest market share in optical measurement instrumentsWe primarily provide semiconductor inspection systems and flatpanel display (FPD) equipment In addition to optical measure-ment instruments that are essential for the evaluation of imagequality of displays such as color quality and brightness we alsosupply optical engines for projectors and optical devices for new-generation DVD media etc

TOPCON Annual Report 2011 | Our Three Business Fields 05

06 TOPCON Annual Report 2011 | Consolidated Financial Highlights

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

2011320103200932008320073 20113

Millions of yenThousands ofUS dollars

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

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) ()

Price earnings ratio (PER) (times)

Price book-value ratio (PBR) (times)

Equity ratio ()

Total assets turnover ratio (timesyear)

DE ratio ()

Dividend payout ratio

yen 102470515593094619964742101799

608(1288)44995286

10275(7903)

yen 3690812481655300

yen (1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

yen 94862

49350

31561

13950

69138

1405

545

133

2109

6378

9609

1112

yen 40490

125539

51501

yen 144

43717

15

01

101

729

01

03

3580

12

323

077

1272

2770

yen 112666

58031

33503

21131

83684

(6944)

(9326)

(9992)

2620

6448

11589

(6991)

yen 39801

119702

49706

yen (10789)

42972

(62)

(89)

103

743

77

(208)

mdash

09

332

087

1249

mdash

yen 110818

50928

39828

20061

81027

10975

9205

7736

2893

3746

10178

(16185)

yen 56082

139362

43329

yen 8352

60549

99

70

92

731

65

140

94

13

402

093

773

192

yen 110490

53631

38464

18394

80575

15276

14233

8549

3012

3287

9424

1019

yen 54689

99859

14068

yen 9230

59045

138

77

85

729

90

167

195

30

548

117

257

217

$ 1232358620077372178240102892487216467320

(15499)5410763581

123573(95051)

$ 4438801501099

665069

$ (0167)4793

Note For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 2011

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

093083073 103 113

Positioning Business (left) Eye Care Business (left)

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

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

20000 20

15000 15

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

093083073 103 113

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) ()

093083073 103 113

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OF RampD 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 (left)

Depreciation and amortization (right)

ROE AND ROA

20

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

4

3

2

1

0

(Times) (Times)

Price earnings ratio (PER)

Price-book value ratio(PBR)

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 7000

4000 6000

3000 5000

2000 4000

1000 3000

0 0

(Millions of yen) (Millions of yen)

093083073 103 113 093083073 103 113 093083073 103 113

093083073 103 113 093083073 103 113 093083073 103 113

TOPCON Annual Report 2011 | Consolidated Financial Highlights 07

FY2010 Financial Earnings Highlights

bullConsolidated net sales in FY2010 ended March 31 2011 rose 80 year on year to yen102470 million

bullOperating income surged 281 year on year to yen1799 million

bullThe Company recorded a net loss of yen1288 million owing to the incurrence of an extraordinary loss

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

1Å

1nm

1microm

1mm

1nm 10micro400nm 500nm 700nm 1micro(Electron Beam)

(Ultraviolet) (Visible) (Infrared)

(Measurement PrecisionResolution)

( Wavelength Used)

(Radio Waves)1nm 10micro1400 500 700 1micro(Electron Beam)m

( W U

(Radio Wa

Scanning Electron Microscope

Proximity AlignerChip Defect Inspection System

Auto RefractometerAuto Kerato-Refractometer

Rotating Laser

Optical Engine for Projectors

3D OCT

Retinal Camera

Image Measuring

Electrical Measurement Instrument

Infrared Optical Parts

Total StationGNSSMachine

Controls

Topconrsquos Strength A Wide Range of Wavelengths

Profile

01Contents

History of Topcon

02

Our ThreeBusiness Fields

04

ConsolidatedFinancialHighlights

06

To OurStakeholders

08

Interview withthe President

10Special Feature 1Reform ampEnhancement ofBusiness Structure

14

Special Feature 2TopconrsquosTechnologicalProwess

18

At a Glance

20

PositioningBusiness

22

Eye CareBusiness

24

FinetechBusiness

26

Global Network

28CSR

30

Directors Corporate Auditorsand ExecutiveOfficers

33

Glossary

34

FinancialSection

35

CorporateProfile

47

StockInformation

47

Japanese andOverseas GroupCompanies

48

Ever since its establishment in 1932 the Topcon Group has maintained optical technology as its core technologyand has now merged this field with digital technology to develop a wide range of businesses The Companyrsquosoptical technology spanning a wide range of wavelengths from electron beams to infrared rays is our majorstrength Furthermore from early on we have sought customers from many regions and have thus cultivatedmarkets in such areas as the United States and Europe As a result we are currently implementing a global man-agement system with development production and sales centers in countries throughout the worldThe Topcon Group aims to create new value and by extension contribute to mankind by differentiating itself fromits rivals through the provision of the worldrsquos top as well as attractive products faster than anyone else

Items related to performance forecasts and future outlookIn this annual report information regarding performance forecasts strategies and future outlook is based on predictions drawn from informationcurrently available Accordingly we would like you to be aware of the fact that our actual performance may deviate from the listed forecasts depend-ing on conditions going forward Unless stated otherwise information contained in this annual report is drawn from that currently available as ofAugust 2011

PROFILE

TOPCON Annual Report 2011 | Profile 01

Founding andBusiness Base Establishment Phase

Development Phase Growth 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

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

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

1932- 1963-U d k f l

1985-

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

1963Topcon RE Super

02 TOPCON Annual Report 2011 | History of Topcon

HISTORY OF TOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori amp Co Ltd (currentlySeiko Holdings Corporation) The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporationin 1989 Today the Company continues its activities as a general precision optical manufacturer mainly of survey-ing instruments and ophthalmic medical instruments

TOPCON Annual Report 2011 | History of Topcon 03

Mature Phase Transformation Phase

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

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

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

2009Established Topcon 3D Inspection Laboratories Inc a 3D inspection technology developmentdesign company in Canada and entered into the 3D metrology system and cutting-edge substrate inspection business

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

1994-R f h bb

2008-

2003Proximity Aligner for LCD Color Filters TME-1780S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

2010Substrate 3D Inspection System SB-Z500

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total Station QS

19983D Machine Control System3D-MC LPS

SurveyingGISMeasurementThe 3D Station NET05 offers the worldrsquos highest 05rdquo angle measurement accuracy (as of August 2011) as a total station It provides highly accurate and efficient measure-ments in areas ranging from industrial measurement to monitoring applications Furthermore we are the frontrun-ner and always lead the world in such areas as the launch of a survey-grade GNSS receiver that tracks both GPS of the US and GLONASS of Russia

ConstructionOur machine control systems significantly improve the produc-tion efficiency of construction sites through the control of machines by reproducing design data exactly

Precision AgricultureBy applying machine control technology for construction to the agricultural field we are making possible the automa-tion of agricultural machines and the incorporation of ICT into their operation Agricultural machines equipped with CropSpec sensors allow farm operators in real time to monitor crop conditions and manage the amount of fertilizer desirable for plant growth

Dual-Frequency GNSS Receiver HiPer II

Machine Control 3D-MC Millimeter GPS

Plant Nutrition Sensor CropSpec

Mobile Mapping System IP-S2 Lite

3D Station NET05AX

Mobile MeasurementBy simply mounting our sensor unit on a vehicle and driving you can collect surrounding 3D positional information and 360 degree images and create 3D virtual space using our worldrsquos first image processing technology

Positioning Business1

r

WorldrsquosNo1

OUR THREE BUSINESS FIELDS

The Topcon Group provides many attractive world-leading products in three business fields centering on ourunparalleled optical and cutting-edge digital technologies

A top three surveying instruments manufacturerThe Positioning Business is Topconrsquos largest business segment mainly providingmeasurement instruments primarily for measuring positions distances and angles Inrecent years we have been expanding our business domain to include applicationsfor high-precision 3D position information through the integration of our core tech-nologies which we have cultivated since our establishment leveraging our machinecontrol image processing GPS and other advanced technologies

04 TOPCON Annual Report 2011 | Our Three Business Fields

Ophthalmic InstrumentsAll over the world we supply diagnostic instru-ments that enable the observation and capture images 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 retinal imaging diagnostic equipment including retinal cameras and OCT as well as digital image filing systems

We are expanding our business to include not only diagnostic instruments but also treatment instruments most notably retinal laser photo-coagulators and operation microscopes

OptometricInstrumentsWe provide all types of vision testing equipment used at eyeglasses shops Topconrsquos auto refractome-ter which gauges the refrac-tive power of the eye and vision tester a device for measuring vision and other such equipment are highly regarded not only in Japan but around the globe

SemiconductorsWe supply a wide range of inspec-tion systems for cutting-edge semiconductor devices used in digital consumer electronics Furthermore the use of our optical technology our forte enables automatic high-speed high-precision inspection in place of traditional visual inspection

FPDsWe offer spectroradiometers that have the capability of measuring a wide dynamic range of brightness from ultra-low to ultra-high luminance for evaluating the quality of LEDs the use of which has been spreading rapidly in recent years

Optical DevicesWe develop and offer optical units for high-quality projec-tors used in presentations Moreover we provide the optical units considered to be the core parts of digital copying machines to major c o p i e r m a n u f a c t u r e r s throughout the world

Ophthalmic Laser PhotocoagulatorPASCAL

Auto Kerato-Refractometer KR-1

Substrate 3D Inspection System SB-Z500

Pico Projector

Optical Coherence Tomography3D OCT Series

SpectroradiometerSR-LEDW

Eye Care Business Finetech Business2 3

r WorldrsquosNo1

The largest manufacturer of ophthalmic instruments inthe industryWe provide ophthalmic diagnostic and treatment instruments and oph-thalm ic digital image fil ing systems primarily for ophthalmologydepartments in hospitals and optometric vision testing instruments foreyeglasses shops Furthermore recently we have been focusing on sys-tems solutions the development of advanced ophthalmic medicalinstruments and diabetic screening tools and other preventative medicaldevices

Topcon has the highest market share in optical measurement instrumentsWe primarily provide semiconductor inspection systems and flatpanel display (FPD) equipment In addition to optical measure-ment instruments that are essential for the evaluation of imagequality of displays such as color quality and brightness we alsosupply optical engines for projectors and optical devices for new-generation DVD media etc

TOPCON Annual Report 2011 | Our Three Business Fields 05

06 TOPCON Annual Report 2011 | Consolidated Financial Highlights

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

2011320103200932008320073 20113

Millions of yenThousands ofUS dollars

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

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) ()

Price earnings ratio (PER) (times)

Price book-value ratio (PBR) (times)

Equity ratio ()

Total assets turnover ratio (timesyear)

DE ratio ()

Dividend payout ratio

yen 102470515593094619964742101799

608(1288)44995286

10275(7903)

yen 3690812481655300

yen (1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

yen 94862

49350

31561

13950

69138

1405

545

133

2109

6378

9609

1112

yen 40490

125539

51501

yen 144

43717

15

01

101

729

01

03

3580

12

323

077

1272

2770

yen 112666

58031

33503

21131

83684

(6944)

(9326)

(9992)

2620

6448

11589

(6991)

yen 39801

119702

49706

yen (10789)

42972

(62)

(89)

103

743

77

(208)

mdash

09

332

087

1249

mdash

yen 110818

50928

39828

20061

81027

10975

9205

7736

2893

3746

10178

(16185)

yen 56082

139362

43329

yen 8352

60549

99

70

92

731

65

140

94

13

402

093

773

192

yen 110490

53631

38464

18394

80575

15276

14233

8549

3012

3287

9424

1019

yen 54689

99859

14068

yen 9230

59045

138

77

85

729

90

167

195

30

548

117

257

217

$ 1232358620077372178240102892487216467320

(15499)5410763581

123573(95051)

$ 4438801501099

665069

$ (0167)4793

Note For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 2011

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

093083073 103 113

Positioning Business (left) Eye Care Business (left)

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

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

20000 20

15000 15

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

093083073 103 113

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) ()

093083073 103 113

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OF RampD 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 (left)

Depreciation and amortization (right)

ROE AND ROA

20

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

4

3

2

1

0

(Times) (Times)

Price earnings ratio (PER)

Price-book value ratio(PBR)

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 7000

4000 6000

3000 5000

2000 4000

1000 3000

0 0

(Millions of yen) (Millions of yen)

093083073 103 113 093083073 103 113 093083073 103 113

093083073 103 113 093083073 103 113 093083073 103 113

TOPCON Annual Report 2011 | Consolidated Financial Highlights 07

FY2010 Financial Earnings Highlights

bullConsolidated net sales in FY2010 ended March 31 2011 rose 80 year on year to yen102470 million

bullOperating income surged 281 year on year to yen1799 million

bullThe Company recorded a net loss of yen1288 million owing to the incurrence of an extraordinary loss

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

Founding andBusiness Base Establishment Phase

Development Phase Growth 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

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

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

1932- 1963-U d k f l

1985-

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

1963Topcon RE Super

02 TOPCON Annual Report 2011 | History of Topcon

HISTORY OF TOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori amp Co Ltd (currentlySeiko Holdings Corporation) The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporationin 1989 Today the Company continues its activities as a general precision optical manufacturer mainly of survey-ing instruments and ophthalmic medical instruments

TOPCON Annual Report 2011 | History of Topcon 03

Mature Phase Transformation Phase

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

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

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

2009Established Topcon 3D Inspection Laboratories Inc a 3D inspection technology developmentdesign company in Canada and entered into the 3D metrology system and cutting-edge substrate inspection business

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

1994-R f h bb

2008-

2003Proximity Aligner for LCD Color Filters TME-1780S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

2010Substrate 3D Inspection System SB-Z500

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total Station QS

19983D Machine Control System3D-MC LPS

SurveyingGISMeasurementThe 3D Station NET05 offers the worldrsquos highest 05rdquo angle measurement accuracy (as of August 2011) as a total station It provides highly accurate and efficient measure-ments in areas ranging from industrial measurement to monitoring applications Furthermore we are the frontrun-ner and always lead the world in such areas as the launch of a survey-grade GNSS receiver that tracks both GPS of the US and GLONASS of Russia

ConstructionOur machine control systems significantly improve the produc-tion efficiency of construction sites through the control of machines by reproducing design data exactly

Precision AgricultureBy applying machine control technology for construction to the agricultural field we are making possible the automa-tion of agricultural machines and the incorporation of ICT into their operation Agricultural machines equipped with CropSpec sensors allow farm operators in real time to monitor crop conditions and manage the amount of fertilizer desirable for plant growth

Dual-Frequency GNSS Receiver HiPer II

Machine Control 3D-MC Millimeter GPS

Plant Nutrition Sensor CropSpec

Mobile Mapping System IP-S2 Lite

3D Station NET05AX

Mobile MeasurementBy simply mounting our sensor unit on a vehicle and driving you can collect surrounding 3D positional information and 360 degree images and create 3D virtual space using our worldrsquos first image processing technology

Positioning Business1

r

WorldrsquosNo1

OUR THREE BUSINESS FIELDS

The Topcon Group provides many attractive world-leading products in three business fields centering on ourunparalleled optical and cutting-edge digital technologies

A top three surveying instruments manufacturerThe Positioning Business is Topconrsquos largest business segment mainly providingmeasurement instruments primarily for measuring positions distances and angles Inrecent years we have been expanding our business domain to include applicationsfor high-precision 3D position information through the integration of our core tech-nologies which we have cultivated since our establishment leveraging our machinecontrol image processing GPS and other advanced technologies

04 TOPCON Annual Report 2011 | Our Three Business Fields

Ophthalmic InstrumentsAll over the world we supply diagnostic instru-ments that enable the observation and capture images 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 retinal imaging diagnostic equipment including retinal cameras and OCT as well as digital image filing systems

We are expanding our business to include not only diagnostic instruments but also treatment instruments most notably retinal laser photo-coagulators and operation microscopes

OptometricInstrumentsWe provide all types of vision testing equipment used at eyeglasses shops Topconrsquos auto refractome-ter which gauges the refrac-tive power of the eye and vision tester a device for measuring vision and other such equipment are highly regarded not only in Japan but around the globe

SemiconductorsWe supply a wide range of inspec-tion systems for cutting-edge semiconductor devices used in digital consumer electronics Furthermore the use of our optical technology our forte enables automatic high-speed high-precision inspection in place of traditional visual inspection

FPDsWe offer spectroradiometers that have the capability of measuring a wide dynamic range of brightness from ultra-low to ultra-high luminance for evaluating the quality of LEDs the use of which has been spreading rapidly in recent years

Optical DevicesWe develop and offer optical units for high-quality projec-tors used in presentations Moreover we provide the optical units considered to be the core parts of digital copying machines to major c o p i e r m a n u f a c t u r e r s throughout the world

Ophthalmic Laser PhotocoagulatorPASCAL

Auto Kerato-Refractometer KR-1

Substrate 3D Inspection System SB-Z500

Pico Projector

Optical Coherence Tomography3D OCT Series

SpectroradiometerSR-LEDW

Eye Care Business Finetech Business2 3

r WorldrsquosNo1

The largest manufacturer of ophthalmic instruments inthe industryWe provide ophthalmic diagnostic and treatment instruments and oph-thalm ic digital image fil ing systems primarily for ophthalmologydepartments in hospitals and optometric vision testing instruments foreyeglasses shops Furthermore recently we have been focusing on sys-tems solutions the development of advanced ophthalmic medicalinstruments and diabetic screening tools and other preventative medicaldevices

Topcon has the highest market share in optical measurement instrumentsWe primarily provide semiconductor inspection systems and flatpanel display (FPD) equipment In addition to optical measure-ment instruments that are essential for the evaluation of imagequality of displays such as color quality and brightness we alsosupply optical engines for projectors and optical devices for new-generation DVD media etc

TOPCON Annual Report 2011 | Our Three Business Fields 05

06 TOPCON Annual Report 2011 | Consolidated Financial Highlights

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

2011320103200932008320073 20113

Millions of yenThousands ofUS dollars

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

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) ()

Price earnings ratio (PER) (times)

Price book-value ratio (PBR) (times)

Equity ratio ()

Total assets turnover ratio (timesyear)

DE ratio ()

Dividend payout ratio

yen 102470515593094619964742101799

608(1288)44995286

10275(7903)

yen 3690812481655300

yen (1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

yen 94862

49350

31561

13950

69138

1405

545

133

2109

6378

9609

1112

yen 40490

125539

51501

yen 144

43717

15

01

101

729

01

03

3580

12

323

077

1272

2770

yen 112666

58031

33503

21131

83684

(6944)

(9326)

(9992)

2620

6448

11589

(6991)

yen 39801

119702

49706

yen (10789)

42972

(62)

(89)

103

743

77

(208)

mdash

09

332

087

1249

mdash

yen 110818

50928

39828

20061

81027

10975

9205

7736

2893

3746

10178

(16185)

yen 56082

139362

43329

yen 8352

60549

99

70

92

731

65

140

94

13

402

093

773

192

yen 110490

53631

38464

18394

80575

15276

14233

8549

3012

3287

9424

1019

yen 54689

99859

14068

yen 9230

59045

138

77

85

729

90

167

195

30

548

117

257

217

$ 1232358620077372178240102892487216467320

(15499)5410763581

123573(95051)

$ 4438801501099

665069

$ (0167)4793

Note For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 2011

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

093083073 103 113

Positioning Business (left) Eye Care Business (left)

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

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

20000 20

15000 15

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

093083073 103 113

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) ()

093083073 103 113

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OF RampD 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 (left)

Depreciation and amortization (right)

ROE AND ROA

20

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

4

3

2

1

0

(Times) (Times)

Price earnings ratio (PER)

Price-book value ratio(PBR)

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 7000

4000 6000

3000 5000

2000 4000

1000 3000

0 0

(Millions of yen) (Millions of yen)

093083073 103 113 093083073 103 113 093083073 103 113

093083073 103 113 093083073 103 113 093083073 103 113

TOPCON Annual Report 2011 | Consolidated Financial Highlights 07

FY2010 Financial Earnings Highlights

bullConsolidated net sales in FY2010 ended March 31 2011 rose 80 year on year to yen102470 million

bullOperating income surged 281 year on year to yen1799 million

bullThe Company recorded a net loss of yen1288 million owing to the incurrence of an extraordinary loss

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | History of Topcon 03

Mature Phase Transformation Phase

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

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

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

2009Established Topcon 3D Inspection Laboratories Inc a 3D inspection technology developmentdesign company in Canada and entered into the 3D metrology system and cutting-edge substrate inspection business

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

1994-R f h bb

2008-

2003Proximity Aligner for LCD Color Filters TME-1780S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

2010Substrate 3D Inspection System SB-Z500

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total Station QS

19983D Machine Control System3D-MC LPS

SurveyingGISMeasurementThe 3D Station NET05 offers the worldrsquos highest 05rdquo angle measurement accuracy (as of August 2011) as a total station It provides highly accurate and efficient measure-ments in areas ranging from industrial measurement to monitoring applications Furthermore we are the frontrun-ner and always lead the world in such areas as the launch of a survey-grade GNSS receiver that tracks both GPS of the US and GLONASS of Russia

ConstructionOur machine control systems significantly improve the produc-tion efficiency of construction sites through the control of machines by reproducing design data exactly

Precision AgricultureBy applying machine control technology for construction to the agricultural field we are making possible the automa-tion of agricultural machines and the incorporation of ICT into their operation Agricultural machines equipped with CropSpec sensors allow farm operators in real time to monitor crop conditions and manage the amount of fertilizer desirable for plant growth

Dual-Frequency GNSS Receiver HiPer II

Machine Control 3D-MC Millimeter GPS

Plant Nutrition Sensor CropSpec

Mobile Mapping System IP-S2 Lite

3D Station NET05AX

Mobile MeasurementBy simply mounting our sensor unit on a vehicle and driving you can collect surrounding 3D positional information and 360 degree images and create 3D virtual space using our worldrsquos first image processing technology

Positioning Business1

r

WorldrsquosNo1

OUR THREE BUSINESS FIELDS

The Topcon Group provides many attractive world-leading products in three business fields centering on ourunparalleled optical and cutting-edge digital technologies

A top three surveying instruments manufacturerThe Positioning Business is Topconrsquos largest business segment mainly providingmeasurement instruments primarily for measuring positions distances and angles Inrecent years we have been expanding our business domain to include applicationsfor high-precision 3D position information through the integration of our core tech-nologies which we have cultivated since our establishment leveraging our machinecontrol image processing GPS and other advanced technologies

04 TOPCON Annual Report 2011 | Our Three Business Fields

Ophthalmic InstrumentsAll over the world we supply diagnostic instru-ments that enable the observation and capture images 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 retinal imaging diagnostic equipment including retinal cameras and OCT as well as digital image filing systems

We are expanding our business to include not only diagnostic instruments but also treatment instruments most notably retinal laser photo-coagulators and operation microscopes

OptometricInstrumentsWe provide all types of vision testing equipment used at eyeglasses shops Topconrsquos auto refractome-ter which gauges the refrac-tive power of the eye and vision tester a device for measuring vision and other such equipment are highly regarded not only in Japan but around the globe

SemiconductorsWe supply a wide range of inspec-tion systems for cutting-edge semiconductor devices used in digital consumer electronics Furthermore the use of our optical technology our forte enables automatic high-speed high-precision inspection in place of traditional visual inspection

FPDsWe offer spectroradiometers that have the capability of measuring a wide dynamic range of brightness from ultra-low to ultra-high luminance for evaluating the quality of LEDs the use of which has been spreading rapidly in recent years

Optical DevicesWe develop and offer optical units for high-quality projec-tors used in presentations Moreover we provide the optical units considered to be the core parts of digital copying machines to major c o p i e r m a n u f a c t u r e r s throughout the world

Ophthalmic Laser PhotocoagulatorPASCAL

Auto Kerato-Refractometer KR-1

Substrate 3D Inspection System SB-Z500

Pico Projector

Optical Coherence Tomography3D OCT Series

SpectroradiometerSR-LEDW

Eye Care Business Finetech Business2 3

r WorldrsquosNo1

The largest manufacturer of ophthalmic instruments inthe industryWe provide ophthalmic diagnostic and treatment instruments and oph-thalm ic digital image fil ing systems primarily for ophthalmologydepartments in hospitals and optometric vision testing instruments foreyeglasses shops Furthermore recently we have been focusing on sys-tems solutions the development of advanced ophthalmic medicalinstruments and diabetic screening tools and other preventative medicaldevices

Topcon has the highest market share in optical measurement instrumentsWe primarily provide semiconductor inspection systems and flatpanel display (FPD) equipment In addition to optical measure-ment instruments that are essential for the evaluation of imagequality of displays such as color quality and brightness we alsosupply optical engines for projectors and optical devices for new-generation DVD media etc

TOPCON Annual Report 2011 | Our Three Business Fields 05

06 TOPCON Annual Report 2011 | Consolidated Financial Highlights

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

2011320103200932008320073 20113

Millions of yenThousands ofUS dollars

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

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) ()

Price earnings ratio (PER) (times)

Price book-value ratio (PBR) (times)

Equity ratio ()

Total assets turnover ratio (timesyear)

DE ratio ()

Dividend payout ratio

yen 102470515593094619964742101799

608(1288)44995286

10275(7903)

yen 3690812481655300

yen (1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

yen 94862

49350

31561

13950

69138

1405

545

133

2109

6378

9609

1112

yen 40490

125539

51501

yen 144

43717

15

01

101

729

01

03

3580

12

323

077

1272

2770

yen 112666

58031

33503

21131

83684

(6944)

(9326)

(9992)

2620

6448

11589

(6991)

yen 39801

119702

49706

yen (10789)

42972

(62)

(89)

103

743

77

(208)

mdash

09

332

087

1249

mdash

yen 110818

50928

39828

20061

81027

10975

9205

7736

2893

3746

10178

(16185)

yen 56082

139362

43329

yen 8352

60549

99

70

92

731

65

140

94

13

402

093

773

192

yen 110490

53631

38464

18394

80575

15276

14233

8549

3012

3287

9424

1019

yen 54689

99859

14068

yen 9230

59045

138

77

85

729

90

167

195

30

548

117

257

217

$ 1232358620077372178240102892487216467320

(15499)5410763581

123573(95051)

$ 4438801501099

665069

$ (0167)4793

Note For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 2011

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

093083073 103 113

Positioning Business (left) Eye Care Business (left)

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

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

20000 20

15000 15

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

093083073 103 113

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) ()

093083073 103 113

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OF RampD 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 (left)

Depreciation and amortization (right)

ROE AND ROA

20

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

4

3

2

1

0

(Times) (Times)

Price earnings ratio (PER)

Price-book value ratio(PBR)

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 7000

4000 6000

3000 5000

2000 4000

1000 3000

0 0

(Millions of yen) (Millions of yen)

093083073 103 113 093083073 103 113 093083073 103 113

093083073 103 113 093083073 103 113 093083073 103 113

TOPCON Annual Report 2011 | Consolidated Financial Highlights 07

FY2010 Financial Earnings Highlights

bullConsolidated net sales in FY2010 ended March 31 2011 rose 80 year on year to yen102470 million

bullOperating income surged 281 year on year to yen1799 million

bullThe Company recorded a net loss of yen1288 million owing to the incurrence of an extraordinary loss

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

SurveyingGISMeasurementThe 3D Station NET05 offers the worldrsquos highest 05rdquo angle measurement accuracy (as of August 2011) as a total station It provides highly accurate and efficient measure-ments in areas ranging from industrial measurement to monitoring applications Furthermore we are the frontrun-ner and always lead the world in such areas as the launch of a survey-grade GNSS receiver that tracks both GPS of the US and GLONASS of Russia

ConstructionOur machine control systems significantly improve the produc-tion efficiency of construction sites through the control of machines by reproducing design data exactly

Precision AgricultureBy applying machine control technology for construction to the agricultural field we are making possible the automa-tion of agricultural machines and the incorporation of ICT into their operation Agricultural machines equipped with CropSpec sensors allow farm operators in real time to monitor crop conditions and manage the amount of fertilizer desirable for plant growth

Dual-Frequency GNSS Receiver HiPer II

Machine Control 3D-MC Millimeter GPS

Plant Nutrition Sensor CropSpec

Mobile Mapping System IP-S2 Lite

3D Station NET05AX

Mobile MeasurementBy simply mounting our sensor unit on a vehicle and driving you can collect surrounding 3D positional information and 360 degree images and create 3D virtual space using our worldrsquos first image processing technology

Positioning Business1

r

WorldrsquosNo1

OUR THREE BUSINESS FIELDS

The Topcon Group provides many attractive world-leading products in three business fields centering on ourunparalleled optical and cutting-edge digital technologies

A top three surveying instruments manufacturerThe Positioning Business is Topconrsquos largest business segment mainly providingmeasurement instruments primarily for measuring positions distances and angles Inrecent years we have been expanding our business domain to include applicationsfor high-precision 3D position information through the integration of our core tech-nologies which we have cultivated since our establishment leveraging our machinecontrol image processing GPS and other advanced technologies

04 TOPCON Annual Report 2011 | Our Three Business Fields

Ophthalmic InstrumentsAll over the world we supply diagnostic instru-ments that enable the observation and capture images 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 retinal imaging diagnostic equipment including retinal cameras and OCT as well as digital image filing systems

We are expanding our business to include not only diagnostic instruments but also treatment instruments most notably retinal laser photo-coagulators and operation microscopes

OptometricInstrumentsWe provide all types of vision testing equipment used at eyeglasses shops Topconrsquos auto refractome-ter which gauges the refrac-tive power of the eye and vision tester a device for measuring vision and other such equipment are highly regarded not only in Japan but around the globe

SemiconductorsWe supply a wide range of inspec-tion systems for cutting-edge semiconductor devices used in digital consumer electronics Furthermore the use of our optical technology our forte enables automatic high-speed high-precision inspection in place of traditional visual inspection

FPDsWe offer spectroradiometers that have the capability of measuring a wide dynamic range of brightness from ultra-low to ultra-high luminance for evaluating the quality of LEDs the use of which has been spreading rapidly in recent years

Optical DevicesWe develop and offer optical units for high-quality projec-tors used in presentations Moreover we provide the optical units considered to be the core parts of digital copying machines to major c o p i e r m a n u f a c t u r e r s throughout the world

Ophthalmic Laser PhotocoagulatorPASCAL

Auto Kerato-Refractometer KR-1

Substrate 3D Inspection System SB-Z500

Pico Projector

Optical Coherence Tomography3D OCT Series

SpectroradiometerSR-LEDW

Eye Care Business Finetech Business2 3

r WorldrsquosNo1

The largest manufacturer of ophthalmic instruments inthe industryWe provide ophthalmic diagnostic and treatment instruments and oph-thalm ic digital image fil ing systems primarily for ophthalmologydepartments in hospitals and optometric vision testing instruments foreyeglasses shops Furthermore recently we have been focusing on sys-tems solutions the development of advanced ophthalmic medicalinstruments and diabetic screening tools and other preventative medicaldevices

Topcon has the highest market share in optical measurement instrumentsWe primarily provide semiconductor inspection systems and flatpanel display (FPD) equipment In addition to optical measure-ment instruments that are essential for the evaluation of imagequality of displays such as color quality and brightness we alsosupply optical engines for projectors and optical devices for new-generation DVD media etc

TOPCON Annual Report 2011 | Our Three Business Fields 05

06 TOPCON Annual Report 2011 | Consolidated Financial Highlights

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

2011320103200932008320073 20113

Millions of yenThousands ofUS dollars

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

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) ()

Price earnings ratio (PER) (times)

Price book-value ratio (PBR) (times)

Equity ratio ()

Total assets turnover ratio (timesyear)

DE ratio ()

Dividend payout ratio

yen 102470515593094619964742101799

608(1288)44995286

10275(7903)

yen 3690812481655300

yen (1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

yen 94862

49350

31561

13950

69138

1405

545

133

2109

6378

9609

1112

yen 40490

125539

51501

yen 144

43717

15

01

101

729

01

03

3580

12

323

077

1272

2770

yen 112666

58031

33503

21131

83684

(6944)

(9326)

(9992)

2620

6448

11589

(6991)

yen 39801

119702

49706

yen (10789)

42972

(62)

(89)

103

743

77

(208)

mdash

09

332

087

1249

mdash

yen 110818

50928

39828

20061

81027

10975

9205

7736

2893

3746

10178

(16185)

yen 56082

139362

43329

yen 8352

60549

99

70

92

731

65

140

94

13

402

093

773

192

yen 110490

53631

38464

18394

80575

15276

14233

8549

3012

3287

9424

1019

yen 54689

99859

14068

yen 9230

59045

138

77

85

729

90

167

195

30

548

117

257

217

$ 1232358620077372178240102892487216467320

(15499)5410763581

123573(95051)

$ 4438801501099

665069

$ (0167)4793

Note For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 2011

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

093083073 103 113

Positioning Business (left) Eye Care Business (left)

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

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

20000 20

15000 15

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

093083073 103 113

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) ()

093083073 103 113

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OF RampD 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 (left)

Depreciation and amortization (right)

ROE AND ROA

20

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

4

3

2

1

0

(Times) (Times)

Price earnings ratio (PER)

Price-book value ratio(PBR)

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 7000

4000 6000

3000 5000

2000 4000

1000 3000

0 0

(Millions of yen) (Millions of yen)

093083073 103 113 093083073 103 113 093083073 103 113

093083073 103 113 093083073 103 113 093083073 103 113

TOPCON Annual Report 2011 | Consolidated Financial Highlights 07

FY2010 Financial Earnings Highlights

bullConsolidated net sales in FY2010 ended March 31 2011 rose 80 year on year to yen102470 million

bullOperating income surged 281 year on year to yen1799 million

bullThe Company recorded a net loss of yen1288 million owing to the incurrence of an extraordinary loss

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

Ophthalmic InstrumentsAll over the world we supply diagnostic instru-ments that enable the observation and capture images 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 retinal imaging diagnostic equipment including retinal cameras and OCT as well as digital image filing systems

We are expanding our business to include not only diagnostic instruments but also treatment instruments most notably retinal laser photo-coagulators and operation microscopes

OptometricInstrumentsWe provide all types of vision testing equipment used at eyeglasses shops Topconrsquos auto refractome-ter which gauges the refrac-tive power of the eye and vision tester a device for measuring vision and other such equipment are highly regarded not only in Japan but around the globe

SemiconductorsWe supply a wide range of inspec-tion systems for cutting-edge semiconductor devices used in digital consumer electronics Furthermore the use of our optical technology our forte enables automatic high-speed high-precision inspection in place of traditional visual inspection

FPDsWe offer spectroradiometers that have the capability of measuring a wide dynamic range of brightness from ultra-low to ultra-high luminance for evaluating the quality of LEDs the use of which has been spreading rapidly in recent years

Optical DevicesWe develop and offer optical units for high-quality projec-tors used in presentations Moreover we provide the optical units considered to be the core parts of digital copying machines to major c o p i e r m a n u f a c t u r e r s throughout the world

Ophthalmic Laser PhotocoagulatorPASCAL

Auto Kerato-Refractometer KR-1

Substrate 3D Inspection System SB-Z500

Pico Projector

Optical Coherence Tomography3D OCT Series

SpectroradiometerSR-LEDW

Eye Care Business Finetech Business2 3

r WorldrsquosNo1

The largest manufacturer of ophthalmic instruments inthe industryWe provide ophthalmic diagnostic and treatment instruments and oph-thalm ic digital image fil ing systems primarily for ophthalmologydepartments in hospitals and optometric vision testing instruments foreyeglasses shops Furthermore recently we have been focusing on sys-tems solutions the development of advanced ophthalmic medicalinstruments and diabetic screening tools and other preventative medicaldevices

Topcon has the highest market share in optical measurement instrumentsWe primarily provide semiconductor inspection systems and flatpanel display (FPD) equipment In addition to optical measure-ment instruments that are essential for the evaluation of imagequality of displays such as color quality and brightness we alsosupply optical engines for projectors and optical devices for new-generation DVD media etc

TOPCON Annual Report 2011 | Our Three Business Fields 05

06 TOPCON Annual Report 2011 | Consolidated Financial Highlights

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

2011320103200932008320073 20113

Millions of yenThousands ofUS dollars

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

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) ()

Price earnings ratio (PER) (times)

Price book-value ratio (PBR) (times)

Equity ratio ()

Total assets turnover ratio (timesyear)

DE ratio ()

Dividend payout ratio

yen 102470515593094619964742101799

608(1288)44995286

10275(7903)

yen 3690812481655300

yen (1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

yen 94862

49350

31561

13950

69138

1405

545

133

2109

6378

9609

1112

yen 40490

125539

51501

yen 144

43717

15

01

101

729

01

03

3580

12

323

077

1272

2770

yen 112666

58031

33503

21131

83684

(6944)

(9326)

(9992)

2620

6448

11589

(6991)

yen 39801

119702

49706

yen (10789)

42972

(62)

(89)

103

743

77

(208)

mdash

09

332

087

1249

mdash

yen 110818

50928

39828

20061

81027

10975

9205

7736

2893

3746

10178

(16185)

yen 56082

139362

43329

yen 8352

60549

99

70

92

731

65

140

94

13

402

093

773

192

yen 110490

53631

38464

18394

80575

15276

14233

8549

3012

3287

9424

1019

yen 54689

99859

14068

yen 9230

59045

138

77

85

729

90

167

195

30

548

117

257

217

$ 1232358620077372178240102892487216467320

(15499)5410763581

123573(95051)

$ 4438801501099

665069

$ (0167)4793

Note For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 2011

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

093083073 103 113

Positioning Business (left) Eye Care Business (left)

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

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

20000 20

15000 15

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

093083073 103 113

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) ()

093083073 103 113

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OF RampD 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 (left)

Depreciation and amortization (right)

ROE AND ROA

20

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

4

3

2

1

0

(Times) (Times)

Price earnings ratio (PER)

Price-book value ratio(PBR)

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 7000

4000 6000

3000 5000

2000 4000

1000 3000

0 0

(Millions of yen) (Millions of yen)

093083073 103 113 093083073 103 113 093083073 103 113

093083073 103 113 093083073 103 113 093083073 103 113

TOPCON Annual Report 2011 | Consolidated Financial Highlights 07

FY2010 Financial Earnings Highlights

bullConsolidated net sales in FY2010 ended March 31 2011 rose 80 year on year to yen102470 million

bullOperating income surged 281 year on year to yen1799 million

bullThe Company recorded a net loss of yen1288 million owing to the incurrence of an extraordinary loss

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

06 TOPCON Annual Report 2011 | Consolidated Financial Highlights

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

2011320103200932008320073 20113

Millions of yenThousands ofUS dollars

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

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) ()

Price earnings ratio (PER) (times)

Price book-value ratio (PBR) (times)

Equity ratio ()

Total assets turnover ratio (timesyear)

DE ratio ()

Dividend payout ratio

yen 102470515593094619964742101799

608(1288)44995286

10275(7903)

yen 3690812481655300

yen (1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

yen 94862

49350

31561

13950

69138

1405

545

133

2109

6378

9609

1112

yen 40490

125539

51501

yen 144

43717

15

01

101

729

01

03

3580

12

323

077

1272

2770

yen 112666

58031

33503

21131

83684

(6944)

(9326)

(9992)

2620

6448

11589

(6991)

yen 39801

119702

49706

yen (10789)

42972

(62)

(89)

103

743

77

(208)

mdash

09

332

087

1249

mdash

yen 110818

50928

39828

20061

81027

10975

9205

7736

2893

3746

10178

(16185)

yen 56082

139362

43329

yen 8352

60549

99

70

92

731

65

140

94

13

402

093

773

192

yen 110490

53631

38464

18394

80575

15276

14233

8549

3012

3287

9424

1019

yen 54689

99859

14068

yen 9230

59045

138

77

85

729

90

167

195

30

548

117

257

217

$ 1232358620077372178240102892487216467320

(15499)5410763581

123573(95051)

$ 4438801501099

665069

$ (0167)4793

Note For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 2011

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

093083073 103 113

Positioning Business (left) Eye Care Business (left)

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

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

20000 20

15000 15

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

093083073 103 113

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) ()

093083073 103 113

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OF RampD 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 (left)

Depreciation and amortization (right)

ROE AND ROA

20

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

4

3

2

1

0

(Times) (Times)

Price earnings ratio (PER)

Price-book value ratio(PBR)

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 7000

4000 6000

3000 5000

2000 4000

1000 3000

0 0

(Millions of yen) (Millions of yen)

093083073 103 113 093083073 103 113 093083073 103 113

093083073 103 113 093083073 103 113 093083073 103 113

TOPCON Annual Report 2011 | Consolidated Financial Highlights 07

FY2010 Financial Earnings Highlights

bullConsolidated net sales in FY2010 ended March 31 2011 rose 80 year on year to yen102470 million

bullOperating income surged 281 year on year to yen1799 million

bullThe Company recorded a net loss of yen1288 million owing to the incurrence of an extraordinary loss

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

093083073 103 113

Positioning Business (left) Eye Care Business (left)

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

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

20000 20

15000 15

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

093083073 103 113

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) ()

093083073 103 113

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OF RampD 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 (left)

Depreciation and amortization (right)

ROE AND ROA

20

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

4

3

2

1

0

(Times) (Times)

Price earnings ratio (PER)

Price-book value ratio(PBR)

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 7000

4000 6000

3000 5000

2000 4000

1000 3000

0 0

(Millions of yen) (Millions of yen)

093083073 103 113 093083073 103 113 093083073 103 113

093083073 103 113 093083073 103 113 093083073 103 113

TOPCON Annual Report 2011 | Consolidated Financial Highlights 07

FY2010 Financial Earnings Highlights

bullConsolidated net sales in FY2010 ended March 31 2011 rose 80 year on year to yen102470 million

bullOperating income surged 281 year on year to yen1799 million

bullThe Company recorded a net loss of yen1288 million owing to the incurrence of an extraordinary loss

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

08 TOPCON Annual Report 2011 | To Our Stakeholders

GREETINGSIt was my special honor and privilege to begin my term as

the new president of Topcon on June 24 2011 First of all

I would like to express our heartfelt condolences to every-

one affected by the Great East Japan Earthquake and our

prayers for a rapid recovery

Topconrsquos consolidated earnings results for fiscal 2010

ended March 31 2011 saw growth in both sales and profit

as the positive effects of cost reductions and sales volume

growth in the United States China and other areas over-

came the negative impacts of yen appreciation and

increased fixed costs Net sales rose 80 year on year to

yen102470 million and operating income increased 281 to

yen1799 million The Company distributed a full-year cash

dividend of yen4 per share in the fiscal year under review

TO OUR STAKEHOLDERS

MID-TERM BUSINESS PLAN 2013With an increasing global business more than 70 of the

Topcon Grouprsquos sales are outside Japan but the external

environment of recent years including foreign exchange

rates continues to have a great impact on our perform-

ance Consequently we have been advancing the reform

project since the previous fiscal year In fiscal 2011 we

have formulated the Mid-Term Business Plan 2013 and will

undertake the reform project under the Mid-Term Action

Plan which indicates the direction of the Business Plan

clearly demonstrating our intent to establish a robust cor-

porate structure From now on under the renewed

management structure we will focus our efforts on quickly

establishing a stable revenue base and sound financial

position following the slogan of ldquoReform amp Enhancementrdquo

to create a stronger corporate structure that is resilient to

the external business environment

One of the key strategies in our reform project specified in

the Action Plan is to reduce overall costs This strategy

includes reducing the cost of goods sold by enhancing

VACD (value analysiscost down) efforts and strengthening

overseas procurement optimizing the workforce by adjust-

ing headcount on a global basis and consolidatingintegrating

production bases and promoting business process reforms

by introducing an ERP (enterprise resource planning) system

Through such steps we aim to save a total of yen10 billion by

reducing the cost of goods sold and fixed costs

Realizing profitable and sustainable growth

to be a truly global and a truly excellent company

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | To Our Stakeholders 09

REALIZING PROFITABLE AND SUSTAINABLE GROWTHThe reduction of cost of goods sold and fixed costs is the

key strategy of the ongoing reform project and by acceler-

ating it we will generate profits and healthy cash flows that

will keep us one step ahead of our competitors We will

also advance reform of our corporate culture in accordance

with the TOPCON WAY established in April 2011 In these

ways we will achieve profitable and sustainable growth

We are also continuing our tireless pursuit of technology

with renewed efforts to revitalize the inherent DNA of ldquoTech-

nology-driven Topconrdquo and to further reinforce the TM-1

(Time to Market No 1) activities In addition we are working

to raise our level of monozukuri (superb manufacturing)mdash

the most fundamental element in the manufacturing

industrymdashto the highest level in the world to achieve our

objective of becoming a leading company that is truly

global and a truly excellent company with worldwide com-

petitive strength

In closing I would like to thank all our stakeholders for

their continued understanding and support as we strive to

achieve our goals

August 2011

NORIO UCHIDA

President

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

UNIT SALES OF MAJOR PRODUCTS (20083 has a value of 100)

130

120

100

80

110

90

70

6020083 20093 20103 20113

Total stations GPS

Retinal cameras and OCT

Auto refractometers and auto kerato-refractometers

()

10 TOPCON Annual Report 2011 | Interview with the President

INTERVIEW WITH THE PRESIDENT

Q 1

A 1

FISCAL 2010 RESULTSIn fiscal 2010 ended March 31 2011 net sales increased

80 year on year to yen102470 million supported by

expanded sales overseas Operating income rose 281 to

yen1799 million primarily due to increased sales volume

Meanwhile extraordinary losses associated with the liqui-

dation of affiliated companies led to a yen1288 million net

loss for the year

While yen appreciation affected the yearrsquos sales results

the impact was more than overcome by strong sales in the

Positioning Business in the United States and the Finetech

Business in China as well as in Japan Operating income

rose due to increased income from expanded sales vol-

ume and this increase more than offset such factors as

the effects of yen appreciation increased expenses asso-

ciated with measures to fortify development capabilities

and the sales network

ISSUES GOING FORWARDAlthough we were able to generate improved results in fis-

cal 2010 our results have been significantly influenced in

recent years by external conditions such as foreign

exchange rates It is plain to see how the foreign exchange

rates have affected our performance when we calculate

the fiscal 2010 results using the fiscal 2007 exchange rate

Adopting the fiscal 2007 rate of 9990 yen to the US dol-

lar our consolidated net sales for the year would have

reached a record-high yen1200 billion In addition compar-

ing unit sales of our total stations GPS products retinal

cameras 3D OCT (optical coherence tomography) systems

and other core products to fiscal 2007 levels also indicates

a clear recovery in demand In response we are accelerat-

ing the business restructuring commenced in the previous

fiscal year as part of our efforts to establish a more robust

corporate structure

How was the Topcon Grouprsquos performance for fiscal 2010

Topcon Group posted increases in both sales and profits with consolidated net sales reachingyen1024 billion and an operating income of yen17 billion However it also became clear during the year that our performance tends to fluctuate in response to external conditions

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

CORPORATE STRUCTURAL REFORMS

Overall Cost Reduction Strategy

yen10 billion

EnhanceVACDefforts

Strengthen overseas

procurement

Reduction in Cost of Goods Sold

Adjust headcount

Consolidateintegrate production bases

Optimization of Workforce Business Process Reforms

Introduce ERP

Strengthen qualityImprovement

process reforms

TOPCON Annual Report 2011 | Interview with the President 11

Q 2

A 2

What are the basic concepts of the Mid-Term Business Plan 2013

The basic concepts are to progress with radical reform project and to fortify our business structure The plan sets fiscal 2013 targets of yen120 billion in net sales and yen12 billion in operating income

The Mid-Term Business Plan 2013 under the slogan of

ldquoReform amp Enhancementrdquo of our business structure

focuses on establishing a stable revenue base and strong

financial position The plan sets fiscal 2013 targets for net

sales of yen1200 billion operating income of yen120 billion

and net income of yen70 billion

REFORM PROJECTOur strategies for cutting overall costs will include specific

measures to reduce the cost of goods sold through VACD

(value analysiscost down) lower the ratio of SGampA expenses

to sales generate cash flow reform our business processes

by introducing ERP (enterprise resource planning) and to

promote selection and concentration of businesses

FORTIFYING THE BUSINESS STRUCTUREWe are fortifying our business structure by revitalizing the

inherent DNA of ldquoTechnology-driven Topconrdquo pursuing the

worldrsquos highest level of monozukuri (superb manufactur-

ing) and using our core technologies to produce TM-1

(Time to Market No 1) products

In the Positioning Business we are fortifying our busi-

nesses in precision agriculture mobile measurement

equipment and other emerging fields and further advancing

the integration of Sokkia In the Eye Care Business we are

broadening our business domain into the fields of treatment

and prevention and are accelerating the expansion of the IT

solutions business In the Finetech Business we intend to

concentrate on operating in fields with strong profit-making

potential and modifying the business portfolio

(Please refer to ldquoMid-Term Business Plan 2013rdquo on pages 14ndash17 forfurther details)

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

DIVIDENDS PER SHARE PAYOUT RATIO

20

15

10

5

80

60

40

20

0 0113 123 (plan) 133 (plan) 143 (plan)

Dividends per share (left) Payout ratio (right)

(Yen) ()

12 TOPCON Annual Report 2011 | Interview with the President

Q 3

A 3

FISCAL 2011 OUTLOOKWe forecast consolidated net sales declining 24 year on

year to yen1000 billion owing to the unlikelihood of a full-

fledged recovery in global markets and anticipation that the

Great East Japan Earthquake will continue to have an

impact on production activity and on our domestic cus-

tomers At the same time we expect substantial

improvement on the earnings side with the reform project

bringing about an increase in earnings of approximately

yen51 billion As a result we forecast an increase in operat-

ing income of 668 year on year to yen30 billion ordinary

income of yen17 billion and net income of yen800 million

Our specific strategies in fiscal 2011 will focus on lowering

fixed costs cutting the cost of goods sold and improving

cash flow all of which are part of our business restructuring

By business segment in the Positioning Business we

What are your results outlook and dividend plan for fiscal 2011

In fiscal 2011 we expect net sales to be at roughly the same level as the previous year whileoperating income should increase significantly We plan to distribute dividends of yen4 per sharefor the year

will concentrate on introducing and promoting sales of

products where we can leverage synergies of the integra-

tion with Sokkia and on fortifying our operations in the

precision agriculture and mobile measurement equipment

business fields In the Eye Care Business we are aiming to

expand sales of OCT (optical coherence tomography) sys-

tems for the screening market and to fortify our presence

in the IT solutions and treatment fields In the Finetech

Business we will focus efforts on key business areas

such as LED and semiconductor packaging

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen4 per share

in the fiscal 2011 period The Topcon Group places high prior-

ity on returning profits to shareholders through the

distribution of dividends which reflects the Grouprsquos earnings

growth aiming for a payout ratio of 20 or higher In fiscal

2010 although temporary expenses associated with the liqui-

dation of affiliated companies ultimately led us to record a net

loss for the term we remained fully committed to sustaining

a stable dividend and maintained the yen4 per share full-year

dividend level from the previous fiscal year In fiscal 2011 we

expect to repeat the current full-year dividend payment level

However we project rapid recovery in net income to

yen44 billion in fiscal 2012 and yen70 billion in fiscal 2013 and

are accordingly aiming to raise full-year dividend payments

to yen10 and yen16 respectively Over the medium and long

term we intend to maintain a consistent dividend level

based on our target of a 20 payout ratio

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Interview with the President 13

Q 4

A 4

How did the Great East Japan Earthquake impact the Topcon Group

and what is the Group doing to support the reconstruction efforts

The damage to the Grouprsquos plants and facilities was minor The Group is supporting the reconstruction efforts by supplying mobile surveyingmappingsystems to inspect the stricken areas

We were fortunate that no Topcon Group employees or

their family members were directly affected by the Great

East Japan Earthquake on March 11 Group companies in

the Tohoku region Topcon Yamagata Optonexus

Fukushima Sokkia and other affiliates suspended opera-

tions immediately after the disaster but resumed operations

having found no significant damage to their facilities All of

these companies are currently operating as normal

Regarding our efforts to support reconstruction we

have provided or lent out GPS-based surveying systems

and other equipment free of charge through government

channels because we recognized how essential our prod-

ucts would be in the reconstruction of the affected areas

One of the devices we provided the Mobile Survey-

ingMapping System incorporates all of our latest

positioning technology Simply by mounting various sen-

sors on the top of a vehicle and then driving along the

streets the revolutionary system records highly accurate

three-dimensional position data and 360deg image data of the

surrounding landscape as well as digital scanning data of

land and buildings along the route The data can also be

combined with digital maps aerial photographs or other

data on the computer facilitating comparison of pre- and

post-disaster topography We have supplied equipment

and other services to the Geospatial Information Authority

of Japan to assist in data collection for the cities towns

and villages of Iwate and Miyagi prefectures

Going forward accurate data on actual current condi-

tions will be essential to expediting the formulation of

concrete plans for reconstruction of the stricken area The

Topcon Group will continue to play an active role in cooper-

ating with central and local government groups to support

the reconstruction and restoration of the affected areas

Measurement using the Mobile Mapping System IP-S2 Lite

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

14 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

REFORM amp ENHANCEMENT OF BUSINESS STRUCTURE

We will focus on the early establishment of a stable revenue base and soundfinancial position and strive through reforms to create an even strongercorporate structure that is resilient to the external business environment

Our Group has steadily progressed with the globalization of our business and our overseas sales currentlyaccount for more than 70 of total sales In recent years however our earnings results have continued to besignificantly impacted by foreign exchange rates and other external factors

Under these circumstances we have formulated the Mid-Term Business Plan 2013 which focuses onbusiness restructuring as part of efforts to establish a more robust corporate structure

FINANCIAL TARGETS (Consolidated) (Millions of yen)

Consolidated 20103 20113 20123 20133 20143

Net Sales 94862 102470 100000 110000 120000

Operating Income 1405 1799 3000 8000 12000Operating Income Ratio 15 18 30 73 100

Ordinary Income 545 608 1700 6800 11000

Net Income (Loss) 133 (1288) 800 4400 7000

ROE 03 (33) 22 116 164

Total Assets Turnover Ratio (timesyear) 077 082 083 092 100

Dividend per Share (yen) 4 4 4 10 16

Dividend Payout Ratio 2770 mdash 463 210 212

Note Our earnings forecasts for FY2011-2013 assume exchange rates of yen80US$ and yen110Euro

Mid-Term Business Plan 2013

In the current Mid-Term Business Plan 2013 we aim for the

early establishment of a stable revenue base and sound

financial position under the renewed management struc-

ture as we advance our business restructuring following

the slogan of ldquoReform amp Enhancementrdquo To this end we

will implement the Mid-Term Action Plan in which we have

set out specific initiatives while steadily pushing ahead

with our business fortification strategies intended to foster

businesses that will become future revenue sources

In fiscal 2013 ending March 31 2014 the final year of

the plan we will target net sales of yen120000 million

operating income of yen12000 million and net income of

yen7000 million

As for shareholder returns the Topcon Group places a

high priority on dividend payouts and targets a consoli-

dated payout ratio of 20 In line with this policy we plan

to distribute a full-year cash dividend of yen16 per share in

fiscal 2013 with a consolidated payout ratio of 212

Special feature 1

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 15

MID-TERM ACTION PLAN

In the Mid-Term Action Plan we will reform and enhance our businessstructure in accordance with the TOPCON WAY to establish a corporatestructure that is unaffected by the external business environment

REFORM PROJECTAs part of our reform project we will implement an overall cost reduction strategy centered on the fol-lowing three measures (1) Reduction in the cost of goods sold (2) Optimization of our workforce and(3) Generation of free cash flow Through these measures we aim to generate a total cost reductioneffect of approximately yen10000 million over the next three years

REDUCTION IN COST OF GOODS SOLDWe are reducing the cost of goods sold by

enhancing value analysis and cost reduction efforts and

expanding overseas procurement In particular we will

switch our procurement of goods from domestic sources

on which we have depended to address such issues as

quality assurance to their overseas counterparts through a

review of designs and other initiatives As a result we

expect to raise our overseas procurement ratio of 11 in

fiscal 2010 to 30 in fiscal 2013

OPTIMIZATION OF THE WORKFORCEWe will reassign and reduce the Grouprsquos work-

force Although we have already scaled down our

workforce going forward we will work to reduce fixed

costs while reviewing our distribution of personnel in

Japan and abroad At the same time we are thinking to

consolidate our production bases in Japan

GENERATION OF FREE CASH FLOWThe Topcon Group aims to generate cash flow

through the continuous attainment of profit targets and

pursuit of an optimal SCM (supply chain management)

model We wil l also enhance our management of

accounts receivable and inventories which should signifi-

cantly improve cash flow In these ways we will generate

stable free cash flow as outlined in the Mid-Term Busi-

ness Plan 2013

1

2

3

REFORM PROJECT

Cost Reduction Target

FY 2013

yen10000 million

(vs FY2010)

OPERATING INCOME

FY 2010 FY 2013

yen1700 million gtyen12000 million

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

16 TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure

SALES TRENDS BY REGION (Billions of yen)

0 10 20 30 40 50 60 70

FY2010actualresults

FY2013forecast

Japan America amp Europe Emerging countries

55 45 620

62 38 516

ENHANCEMENT OF THE BUSINESS STRUCTURE ~Reinforcement Strategies by Segment~

We will show the world our identity as ldquoTechnology-driven Topconrdquo which we have inherited throughthe years as a result of our tireless pursuit of technology We will also further reinforce our TM-1 (Time toMarket No 1) activities and challenge ourselves to reach the worldrsquos highest level of monozukuri (superbmanufacturing) by pursuing monozukuri which is the starting point in the manufacturing industry

In the Positioning Business we implement measuresbased on the themes of new market development focus-ing on places such as Asia the Middle East and Africa andnew business expansion At the same time we will takeadvantage of the synergies generated through our integra-tion with Sokkia which we purchased in 2008 Throughthese measures we will aim to achieve net sales ofyen62000 million and operating income of yen6000 million infiscal 2013 as compared with net sales of yen51559 millionand operating income of yen130 million in fiscal 2010

In the Eye Care Business we are working to provideoptimal solutions in areas ranging from early detection totreatment by expanding our business domain to includethe field of preventive medical checkups such as screen-ing tests for diabetes and the field of surgical instruments

in addition to the conventional eye examination and diag-nosis fields We anticipate worldwide growth of thepreventive medical checkup market Therefore consider-ing the potential contribution to earnings from theseoperations we are targeting net sales of yen37000 millionand operating income of yen4000 million in fiscal 2013 com-pared with net sales of yen30946 million and operatingincome of yen307 million in fiscal 2010

Regarding the Finetech Business we will carry out rig-orous business selection and focus efforts andconcentrate on our profitable priority fields Accordinglywe forecast net sales of yen21000 million and operatingincome of yen2000 million in fiscal 2013 compared with netsales of yen19964 million and operating income of yen1362million in fiscal 2010

POSITIONING BUSINESSWe will continue to launch products which meet user needs inthe surveying and construction fields our core operations in thissegment In the precision agriculture and measurement fields wewill create new markets and work to grow those markets throughtechnological innovations With respect to sales in fiscal 2013 weforecast a 270 and 120 upsurge in growth in the mobilemeasurement and 3D measurement markets respectively

Furthermore we will work to raise our sales ratio in emergingcountries from 38 to 45 in fiscal 2013

Construction market We are working to expand andenhance our distributor network and strengthen our part-nerships with construction equipment manufacturerswith the aim to standardize ICT-aided construction tech-nologies in the future In addition we will strengthen ourapproach to the new user segment through the launch ofproducts targeted at low-end markets

Precision agriculture market The rise in demand forincorporating ICT into agriculture is gaining momentumamid the pressing need to increase crop yields per unitarea owing to the decline in cultivated acreage per capitadue to the population growth We will introduce to global

market unique products that integrate our cutting-edgeproprietary technologies and work to achieve their wide-spread adoption

Mobile measurement and 3D measurement markets Theneed for 3D spatial information is increasing in variousfields We will provide products developed by advancingand integrating our proprietary technologies such asmobile mapping systems and 3D laser scanners therebybroadening our customer segments creating new serv-ices and generating fresh demand Our products areplaying an active role in on-site surveys and recoveryactivities of the Great East Japan Earthquake

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Special feature 1 Reform amp Enhancement of Business Structure 17

BUSINESS DIRECTIONS

CONTINUAL REASSESSMENT OF OUR BUSINESS PORTFOLIO

Preventativemedical

checkupsExaminations Diagnosis

IT solutions

Treatment

We connect examination data with images to provide optimal solutionsin areas ranging from early detection to treatment

Current business field

Expansion of business domain

ONSPreventative medical

checkups

Priority fields

ca

sMinimally invasive

treatments

e

PPIT solutions

FY2009

yen14 billion

FY2013

yen21 billion

SemiconductorsOpticaldevices Semi-

conductors

FPDsOptical devices

Substrateinspection

system

Observationand analysis

FPDs

i

EYE CARE BUSINESS

We will broaden our business domain to include thepreventative medical checkup and treatment fieldsAmong others we expect sales of the 3D OCT a main-stay product to double in fiscal 2013 As for thetreatment field we project sales growth of roughly 60in fiscal 2013 owing to the launch of our next-generationlaser equipment

OCT Our current product range meets the needs of largehospitals as well as private clinics ophthalmologists andoptometrists In the future we will work to developaffordable models and cultivate emerging markets aswell as the medical checkup market

Treatment We will strive to increase our market share bydifferentiating our products from those of our competi-tors through the release of next-generation retinal patternlasers Moreover we will provide optimal solutions inareas ranging from early detection to treatment throughsystem integration with retinal imaging devices

IT solutions We will undertake the creation of a new

business model that includes the provision of systemsolutions to centralize the management of various dataand images from ophthalmic diagnostic and eye exami-nation instruments that conform to global medical ITstandards and the development of a remote diagnosticsystem using cloud computing

Expansion of sales in emerging countries We will lay thegroundwork for expanding sales in emerging countriesby accelerating production in China of low-end productssuch as eye examination instruments At the same timewe will strive to increase our market share in emergingcountries for screening-related products on which wehad not previously focused

FINETECH BUSINESS

We will work to bolster our LED substrate (semiconductorpackage) and touch panel operations designating theseas priority business fields We forecast a 200 jump insales of our substrate-related equipment and a 220upsurge in sales of our small hybrid scope SEMs in ournew observation and analysis business field in fiscal 2013

Substrates We will make efforts to expand sales of ourSubstrate 3D Inspection System which inspects sub-strates (a type of semiconductor package) automaticallyusing 3D technology We will develop a system that isequipped with a new type of high-precision sensor andundertake sales promotion of this product by strengthen-ing our coordination with major trading houses engagedin the electronic machinery field We will also launch newproducts for projection steppers in fiscal 2011

LEDstouch panels We will work to expand our operationfor inspection systems for LEDs which are gaining trac-tion for applications for liquid crystal display (LCD)monitor backlights as well as light sources for illumina-tion Furthermore we will boost sales of proximity

aligners for touch panels in response to the growth indemand for smartphones and tablet terminals

Observation and analysisprojectors We plan to commencesales in North America of our small hybrid scope SEM (scan-ning electron microscope) which is the worldrsquos first suchproduct that enables simultaneous observation by combin-ing the advantages of both the optical microscope and SEMWe will work to expand sales of this product in the NorthAmerican market In addition we will also focus on pico pro-jectors as demand for these projectors is expected to surgein tandem with the growing popularity of smartphones andtablet terminals We have already received orders from sev-eral large clients and will work to further boost sales throughthe early establishment of a mass production system

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

WHAT IS GPSGPS is the abbreviation for ldquoGlobal Positioning Systemrdquoa satellite positioning system launched by the UnitedStates for military purposes Roughly 30 GPS satellitesare deployed approximately 20000 kilometers into thesky and GNSS technology is able to track their signalsto determine individual positions on the earth Similarsystems such as Russiarsquos GLONASS the EuropeanUnionrsquos Galileo and Chinarsquos Compass are currently run-ning or are in the testing and deployment stage whileJapanrsquos QZSS (Quasi-Zenith Satellite System) is planningto come on-stream

Some receivers allow for the combined usage of thesemultiple satellite systems They are now being increas-ingly referred to by their generic name Global NavigationSatellite Systems (hereinafter referred to as GNSS whichincludes GPS)

TOPCON GNSS TECHNOLOGYAlthough the precision of general GNSS receiversnamely car navigation systems etc is at the 10-meterlevel Topcon GNSS receivers realize precision at the mil-limeter or centimeter level which is adequate forsurveying and construction work due to the employmentof the following advanced technologiesbull Technology which tracks signals unintended for the

general publicbull Technology with multipath (congestion) controlbull Technology which takes advantage of the carrier phase

itselfbull Technology which implements interferometric position-

ing with receivers at reference stationsTopcon receivers were the first to enable the tracking

and multiple signals from satellites of not only theUnited Statesrsquo GPS but also the Russian GLONASS sys-tems Topcon GNSS technology is constantly beingenhanced to also track EUrsquos Galileo and any other satel-lite constellations including QZSS when it is deployedThrough the use of additional satellite constellationsTopcon receivers allow for reliable positioning even inenvironments where there are an insufficient number ofsatell ites such as mountainous areas and areasbetween tall buildings if only a single constellation wasused In addition Topcon has developed MillimeterGPSTM products which enhance the vertical accuracy aGNSS weakness by combining GNSS with laser tech-nologies and offers the worldrsquos highest precision GNSSsurveying system

TOPCONrsquoSTECHNOLOGICALPROWESS

Topcon GNSS technology boastsmillimeter precision

Topcon contributes to gains in operational effi-ciency in various areas through its exclusiveGNSS (Global Navigation Satellite Systems)technology which boasts millimeter precision

Special feature 2

18 TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

SurveyingMobile

measurement

ConstructionPrecision

agriculture

GNSS

POSITIONING BUSINESS ACTIVITIESLet us now turn to the types of markets in the position-ing business in which Topcon GNSS technology isflourishing

SurveyingGNSS technology enables high-precision and high-effi-ciency surveying GNSS surveying determ ines thedistance and direction between two points through thesimultaneous reception of radio waves at those twopoints transmitted from the same satellite and analysis ofrelevant observational data Accordingly the systemmakes it possible to survey long distances without a lineof sight between the two points as long as radio wavesfrom the same satellite are able to be tracked at thosetwo points Topcon contributes to high-precision and high-efficiency surveying through its production and sales ofGR-3 and various other GNSS receivers

ConstructionIn the construction field GNSS is used as a machine con-trol system sensor The use of GNSS technology tomanage position information can increase productivity atconstruction job sites by enabling the automation of doz-ers motor graders excavators and paving equipmentThis is referred to as 3D machine control and allowsdirect operation of the equipment from the engineeringplan data

Moreover with Topcon exclusive 3D Squared Technol-ogy lower precision machines such as dozers are able tograde with the precision that rivals a motor grader andmotor graders are able to grade with high precision athigh speeds that have not been possible in the past

Mobile measurementIn the mobile measurement field we are pursuingglobal expansion for Topcon IP-S2 and IP-S2 Lite whichcapture and accumulate various types of data by simplyhaving various types of sensors mounted on a vehicleand driving

Planners engineers and surveyors can carry out theirtasks without being at the site as the integration of coor-dinate digital imaging and scanning data tracked fromGNSS receivers enables the capture of on-site geo-graphic information This high-quality data including 360degree video geographic and 3D position informationhelps improve communities save lives when disastersoccur and improve public safety in general IP-S2 and IP-S2Lite applications are versatile and expected to grow evenfurther going forward

Precision agricultureThe application of GNSS and machine control technologyincreases the efficiency of agricultural work Topconrsquosprecision agriculture products allow farmers to preciselycontrol the minute details of seeding spraying and har-vesting to maximize yields and effectively extend growingcycles Moreover they dramatically reduce operatingcosts by allowing farmers more efficient use of theirmachinery and reducing the amounts of fertilizer waterand pesticides needed This also greatly improves envi-ronmental quality as pesticide and chemical oversprayand run-off is virtually eliminated

TOPCON Annual Report 2011 | Special Feature 2 Topconrsquos Technological Prowess 19

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

EYE CARE BUSINESS

FINETECH BUSINESS

Fields Major Products Market Conditions

bullSurveyingGISMeasurement

bullConstruction

bullPrecision Agriculture

bullMobile Measurement

bullHuge impact of the strong yen

bullGradual recovery in the American andEuropean markets

bullExpanding markets in emergingcountries

bullGradual recovery in the constructionmarket

bullSteady growth in the precisionagriculture and measurement markets

bullPreventative MedicalCheckups

bullExamination

bullDiagnosis

bullTreatment

bullStagnating capital investment inAmerica and Europe

bullExpanding medical checkup market inJapan

bullIn Asia steady growth in the Chinesemarket and an expanding market inIndia

bullCurbed capital investment in theophthalmic field resulting in fewerprojects

bullSluggish capital investment in theoptometric equipment marketplaceleading to competition in low-priced anddifferentiated products

bullExpanding screening market

bullSemiconductors

bullFPDs

bullOptical Devices

bullObservation and Analysis

bullSurvey-grade GNSSreceivers

bullTotal stations

bullOptical surveyinginstruments

bullMachine control systems

bullConstruction laserinstruments

bullPrecision agriculturesystems

bullMobile surveyingmappingsystems

bull3D laser scanners

bull3D optical coherencetomography systems

bullRetinal cameras

bullOphthalmic digital imagefiling systems

bullAuto refractometersAutokerato-refractometers

bullSlit lamps

bullComputerized tonometers

bullLens edgers

bullLens meters

bullOphthalmic laserphotocoagulators

bullSemiconductor equipment

bullSubstrate equipment

bullFPD equipment

bullElectron microscopes

bull3D image measurements

bullOptical units

bullResumption of capital investment in theelectronics sector

bullBrisk demand for smartphones andtablet terminals

bullContinued strong demand for greendevices (LEDs Power-ICs) and solidstate drives

bullAccelerated penetration of LEDbacklights for LCDs

bullProliferation of touch panel-equippedproducts

POSITIONING BUSINESS

AT A GLANCE

20 TOPCON Annual Report 2011 | At a Glance

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

503

302

195

60000

40000

20000

0 073 083 093 103 113

12000

6000

8000

10000

0

4000

-2000

2000

-4000

-6000 073 083 093 103 113

40000

30000

10000

20000

0 073 083 093 103 113

6000

4000

2000

0 073 083 093 103 113

25000

20000

10000

15000

5000

0 073 083 093 103 113

2000

0

1000

-2000

-1000

-3000

-4000 073 083 093 103 113

StrengthsStrategies Sales Composition Ratio Net Sales Operating Income() (Millions of yen) (Millions of yen)

Strengths We are utilizing in variousareas precise 3D position dataacquired by combining the opticaltechnologies developed since ourfounding and cutting-edge technolo-gies that include GPS position inglasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emergingcountries while working to expand ourbusiness into new fields ranging fromsurveying to machine control 3D meas-urement and precision agriculture

Strengths We will provide total health-care solutions through our expandedproduct lineup ranging from examinationand diagnostic systems (hardware)which take advantage of optomechatronictechnology to image processing soft-ware

Strategies We are broadening ourbusiness domain which covers the exami-nation and diagnostic equipment fieldsour core operations to include preventa-tive medical checkups and treatmentFurthermore we are developing productsin affordable price ranges and cultivatingmarkets in emerging countries

Strengths We offer products featuringa wide range of wavelengths rangingfrom electron beam to infrared accord-ing to our customersrsquo needs

Strategies We will work to bolster ourLED substrate (semiconductor pack-age) and touch panel operationsdesignating these potentially prof-itable high-growth fields as prioritybusinesses

TOPCON Annual Report 2011 | At a Glance 21

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

POSITIONINGBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

70000

50000

20000

60000

30000

40000

10000

0

7000

5000

2000

6000

3000

4000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

22 TOPCON Annual Report 2011 | Positioning Business

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the Position-ing Business came to yen51559 million up 45 year on yearThis rise is attributable to the overall market expansion particu-larly in the United States and contributions from increasedsales in unconventional new fields such as precision agricul-ture and mobile surveyingmapping systems These positivefactors offset the impact of the rapid appreciation of the yenMoreover operating income improved to yen130 million (up yen123million year on year) owing to increased net sales in addition tothe impact of reductions in cost of goods sold and other costs

As for the US market sales of our machine control sys-tems and other core products rose from the previous fiscalyear thanks to the recovery (albeit a moderate one) in con-struction demand following the bottoming out of the countryrsquossluggish market an incipient sign of an economic upturn Salesof precision agriculture products also increased mainly in theUS market via both our own sales networks and the OEMsupply channel amid growing demand Meanwhile in JapanEurope and other industrialized countries demand picked upalthough more moderately than in the United States Howeverthese markets led others in the expansion of sales in such newfields as mobile mapping and 3D measurement

We have also steadily increased sales in the growingmarkets of emerging countries Aiming to further expandsales and acquire market share as well as strengthen ourbusiness operations in these markets in fiscal 2010 weestablished new companies in China the UAE and IndiaTogether with our existing sales companies we workednot only to market our optical surveying systems and otherconventional products but also made efforts to stimulatenew demand for our machine control and other high value-added products

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast a slightdecrease in net sales to yen51000 million (representing a year-

Change the WorldWe are globally developing

our positioning systems

which are continually leading and

changing the world

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

Launched high-speed ldquo3D-MC2rdquomachine control system

Topcon launched the ldquo3D-MC2rdquo(3D-MC Squared) machine con-trol system for constructionwork which allows dozers todeliver smooth grading evenat high speeds

The 3D-MC2 has dramat-ically improved the high-speed grading accuracy of 3D machine control systemsthrough the use of its newly-developed MC2 sensorsThe sensor combines its built-in accelerometer and gyrosensor with GPS positioning data allowing for high-accuracy control which enables the minute control ofdozer blades as designed

The system shortens work periods by reducing inef-ficiencies from repeated earth moving therebyimproving work productivity as well as leading to lowerfuel expenses and CO2 emissions

Topcon will contribute to the promotion of ICT-aidedconstruction which is aimed at enabling high-efficiencyand high-precision operations during constructionprocesses through the provision of innovative prod-ucts and systems

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

America

Europe

Japan

Growing Countries

Construction

Precision Agriculture

SurveyingGIS

3D Measurement

By Market

20113 20123 20143

TOPCON Annual Report 2011 | Positioning Business 23

on-year decline of 11) Our projection is mainly based on ourforecast of a sustained weakness in the economic recoveriesin industrialized countries in fiscal 2011 and inevitable adjust-ments of our production and development schedules due tothe repercussions from the Great East Japan Earthquakewhich are likely to offset the impact of the anticipated growthin demand in emerging countries However we forecast arapid recovery in operating income to yen1300 million (a 10-foldyear-on-year upsurge) through efforts to accelerate company-wide business restructuring and the reduction of cost of goodssold and other costs extending from the previous fiscal year

Furthermore we will focus on generating synergiesfrom Sokkiarsquos business integration which commencedthree years ago Specifically we aim to expand our earn-ings through the improvement of operational efficiency andthe reduction of cost of goods sold by releasing new prod-ucts that use our common components and platforms

Regarding our new growing businesses in the precisionagriculture field we will work on stimulating demandworldwide including in emerging countries and achievemarket penetration through the further promotion of OEMsupply As for our 3D measurement and mobile mappingbusiness we will make efforts to expand our operationsthrough various initiatives including alliances

With respect to emerging markets we will strive to

further expand sales and capture add itional marketshare We will not only expand sales of our optical sur-veying systems and other conventional products butalso boost sales of high value-added products such asmachine control systems and those for 3D measurementapplications centering on our new Chinese UAE-basedMiddle Eastern and Indian companies established in2010 To this end we will cultivate sales personnel at ourcompanies and distributors and thereby promote theexpansion of our operations and the creation of marketsfor our new businesses

We will broaden our business areas and continue to grow in theglobal market through our expansion into fields ranging fromsurveying to civil engineering construction and architecture as wellas the measurement and precision agriculture fields by evolving anddeveloping our core technologies and fusing these with new ones

SATOSHI HIRANODirector Executive Officer

General Manager Positioning Business Unit

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

24 TOPCON Annual Report 2011 | Eye Care Business

EYE CAREBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

40000

20000

30000

10000

0

4000

2000

3000

1000

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in the EyeCare Business came to yen30946 million down 19 yearon year Operating income totaled yen307 million (downyen1656 m i l l ion year on year) due to such factors asdecreased net sales and the impact of exchange rates

Looking at sales conditions by region sales in Japanremained firm due to the increased sales of our screening-related products for diagnosing diabetes and glaucomareflecting increased awareness of preventative medicine Inaddition sales in the Asian region especially in China andIndia continued to expand However sales in Europe andAmerica were generally sluggish as hospitals and otherfacilities continued to curb capital investment following theLehman shock

In the optometric market our sales which had hit bot-tom following a protracted slump are headed toward arecovery primarily in emerging countries

In the ophthalmic field we aim to provide optimal solu-tions in all areas ranging from early detection to treatmentby expanding our business fields to include preventativemedical checkups and treatment in addition to our conven-tional mainstay eye exam equipment and diagnosticinstruments To this end we purchased the operations forthe PASCAL (PAttern SCAn Laser) photocoagu latordesigned to treat retinal diseases and glaucoma from theUS-based OptiMedica Corporation in fiscal 2010 markingour full-scale entry into the ophthalmic treatment market

Performance OutlookFor fiscal 2011 ending March 31 2012 we forecast netsales of yen32000 million (up 34 year on year) and operat-ing income of yen1500 million (up 3886 year on year) Ourprojections are based on forecasts of continued firm salesin Japan sustained sales growth in China India and otherAsian countries and a moderate sales recovery in Europeand America

We provide optimal solutions in

areas ranging from early detection to

treatment and are expanding

our business fields to include the

preventative medical checkup market

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

Acquired assets of a US ophthalmic laserphotocoagulator manufacturer and set up a subsidiary (in August 2010)

Topcon acquired the retina andglaucoma treatment laser pho-tocoagulator business fromOPTIMEDICA which developsmanufactures and sells oph-thalmic laser photocoagulatorsFurthermore it establishedUS-based Topcon MedicalLaser Systems Inc (TMLS) tomanage the operations

OPTIMEDICA was foundedin the United States in 2004The Companyrsquos PASCAL photocoagulator is minimallyinvasive and enables the shortening of treatment dura-tions through the use of proprietary mu lti-spotsimultaneous laser pulse technology It has thereforeearned high marks from and the trust of both patientsand physicians

Topcon acquired the sales and distribution rights forthe PASCAL photocoagulator in Japan and Europe in2008 and has since built a track record in sales of theproduct The Company purchased the above-men-tioned technological assets and made its full-scaleentry into the therapeutic device market in response toan expected increase in treatment for diabetic retinopa-thy age-related macular degeneration glaucomaretinal detachment and other ocular fundus-related dis-eases accompanying the aging of the population

TOPCON Annual Report 2011 | Eye Care Business 25

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

Europe

America

Japan

Asia

Ophthalmology

Optometry

Preventative Medical Checkup

By Market

20113 20123 20143

In fiscal 2011 we will implement priority measures to (1)enhance our optical coherence tomography (OCT) productlineup (2) reinforce and expand our business in the treat-ment instruments field (3) ensure that our products andservices conform to global medical IT standards anddevelop our remote medical systems using cloud comput-ing and (4) expand sales in emerging economies etc

First of all regarding our 3D OCT product line we willwork to increase earnings by expanding our product lineupincluding high-end products for large hospitals and labora-tories and products for the US market as well asdeveloping affordable models for the medical checkup andscreening markets and emerging economies

Secondly with respect to the treatment field we willwork to offer more variations of our PASCAL retinal photo-coagulators which are minimally invasive and allow forshortened treatment durations We will also strive toincrease sales of the system by emphasizing its ability tolighten the burden on physicians and patients alike

Moreover we will switch production of some of our

products from Japan to China to meet the needs of themedical checkup screening and other low-end marketswhich are growing primarily in emerging countries Goingforward we will gradually expand our lineup and promptlyrespond to the demand in fast-growing emerging markets

We will provide optimal solutions in areas ranging from earlydetection to treatment through the expansion of our business fields toencompass not only our existing examination and diagnostic fieldsbut also the preventative medical checkup and treatment fields

HIROSHI FUKUZAWADirector Senior Managing Executive Officer

General Manager Eye Care Business Unit

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

26 TOPCON Annual Report 2011 | Finetech Business

FINETECHBUSINESS

NET SALES AND OPERATING INCOME(Millions of yen)

25000

10000

15000

20000

5000

0

2500

1000

1500

2000

500

020113 20133 (plan)20123 (plan) 20143 (plan)

Net Sales (left) Operating Income (right)

FY2010 FINANCIAL RESULTS ANDPERFORMANCE OUTLOOK

FY2010 Financial ResultsIn fiscal 2010 ended March 31 2011 net sales in theFinetech Business surged 431 year on year to yen19964million This is largely attributable to the growing use ofLED backlights for liquid crystal displays (LCDs) and thesharp increase in sales of proximity aligners for touch pan-els lum inance meters and chip defect inspectionequipment due to the rapid expansion of the demand forsmartphones and other tablet terminals

Operating income totaled yen1362 million (up yen1927 millionyear on year) as a result of the impact of increased net sales

In our Finetech Business we conduct continualreassessments of our business portfolio giving priority tosecuring profits Specifically we are suspending the devel-opment of new products with low profitability and lowgrowth potential and scaling down or withdrawing fromsuch businesses

Meanwhile regarding the segmentrsquos four main businessareas of semiconductors substrates (semiconductor pack-ages) FPDs and optical devices we are focusing onpotentially profitable high-growth markets such as semi-conductors substrates and FPD touch panels For suchpriority fields we are promoting new product develop-ment and expanding our overseas sales production andRampD bases as well as advancing other measures tostrengthen this business

Performance OutlookIn fiscal 2011 ending March 31 2012 we forecast adecrease in net sales of yen170 billion (representing a year-on-year decline of 148) This is primarily due to a projectedslowdown in demand in the semiconductor and FPD fieldswhich were brisk in the first half of the previous fiscal yearOperating income is expected to fall sharply to yen200 million (ayear-on-year decline of 853) owing to decreased net sales

We are developing the Finetech

Business by focusing on LEDs

substrates (semiconductor packages)

touch panels and other growth markets

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

Launched (in June 2010) the Spectroradiometer(SR-LEDW) which is capable of measuring a wide dynamic range from ultra-high to ultra-low luminance

Topcon released the Spectro-radiometer (SR-LEDW) whichcan measure a wide range ofluminance from ultra-lowluminance which controlsblack image representation inFPDs to ultra-high luminanceindispensable for analyzingLED quality

The Spectroradiometer plays a vital role in testingLED quality during the development and manufacturingprocesses of LCD TVs equipped with LED backlightsand LED chip modules In these processes a spectro-radiometer capable of inspecting a vast number ofLEDs in a short period of time is needed

The newly launched SR-LEDW has made it possibleto measure a broad range of luminance levels while atthe same time reducing measuring time with its newauto mode which automatically sets the optimummeasuring conditions

The Spectroradiometer is used as a standard instru-ment for measuring luminance and chromaticity levelsby not only leading FPD manufacturers but also compa-nies in various other industries

TOPCON Annual Report 2011 | Finetech Business 27

T O P I C S

REGIONAL AND MARKET TRENDS

By Region

North America

Europe

Japan

EmergingCountries

Semiconductor

FPD

Optical Devices

By Market

20113 20123 20143

WorldrsquosNo1

Amid a severe market environment in fiscal 2011 we planto gear up for the recovery of demand in the Finetech Busi-ness through the continued cultivation of our four mainbusiness areas Specifically we will push forward with thedevelopment of highly competitive products in coordinationwith the Canada-based Topcon 3D Inspection LaboratoriesInc and other overseas RampD centers As for production andsales we will shift such operations from Japan to other loca-tions in Asia to strengthen our competitiveness

In addition regarding our new products we plan toexpand sales of palm-sized pico projectors We believe wecan expect a rapid expansion of the market for this productin line with the growth in sales of smartphones and othertablet terminals

Furthermore a new field we are working to develop inaddition to our four main business areas is the observationand analysis field By leveraging our strength as an opticalmanufacturer we developed a new hybrid scope SEM (scan-

ning electron microscope) which combines the advantagesof both the optical microscope and SEM and launched it inthe North American market in June We intend to developthis product as a mainstay in the observation and analysisfield by fiscal 2013 ending March 31 2014

We are continuously reassessing our business portfolio and will pushforward with new product development and other measures tostrengthen business particularly in business fields related to LEDssubstrates (semiconductor packages) touch panels and otherpotentially high-growth and highly profitable markets

KANJI IKEGAYAExecutive Officer

General Manager Finetech Business Unit

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

North America

Topcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

Cacioppe Communications Companies IncUSA

TPS Columbus OfficeUSA

TPS Olathe OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

Topcon 3D Inspection Laboratories IncCanada

EuropeAfrica

Topcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

IBS Lasertechnik GmbHGermany

Topcon SARLFrance

Topcon Espantildea SASpain

InlandGEO SLSpain

InlandGEO Canarias SLSpain

InlandGEO LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

DESTURA srlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

P

E

F

Research amp Development

Manufacture

Sales amp Marketing

Positioning Business

Eye Care Business

Finetech Business

Topcon 3D Inspection Laboratories IncDevelops 3D inspection systems for semiconductor wafer or substrate packages

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 GNSS and MC products also develops software for surveying equipment at its Ohio Calgary and Olathe offices

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

P E

F

E

PP

P

E

P

E

P

P

P

P

3D I ti

Topcon Medical L

E

P

F

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

P

E

E

GLOBAL NETWORK

Topcon boasts an effective development and manu-facturing network that utilizes outstanding humanand other resources worldwide to grasp the needsof various customers throughout the world to whichwe promptly respond In addition Topcon is glob-ally expanding its sales centers and conducts salesand provides services based on the needs of eachparticular locale

28 TOPCON Annual Report 2011 | Global Network

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

AsiaOceaniaMiddle East

Topcon 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 LtdChinaSales of Finetech products only

Topcon Corporation Beijing OfficeChina

Topcon Corporation Shanghai OfficeChina

Topcon Semiconductor Taiwan OfficeChina

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

Japan

Topcon Corporation

Sokkia Topcon Co Ltd

Topcon Sales Corporation

Topcon Medical Japan Co Ltd

Sokkia Sales Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

NGR Inc

Tierra SpADESTURA srlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures positioning and eye care products in Beijing also manufactures projectors and DPPC related products in Dongguan

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

Topcon Technology CenterDevelops GNSS signals receivers software and hardware

P

P

P E F

P E

PP E

P E

P EP E

P EP

P E

P E E

E

P

P E

P E

P E

P E F

P

FP E F

P

ToDeso

Topcon Precision Agriculture Pty LtdTopcon Positioning Systems (Australia) Pty LtdDevelops and manufactures precision agriculture products as well as undertakes MC software development

TDpd

ToDeToDeeypro

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 positioning-related parts for the Topcon Group

P

E

E

P

E

P

P E

P E

P

P

P E F

P E

P E F

E F

E F

F

P

P

P E F

E

P

F

P

P E F

P E F

P

F

P

P

P

E F

P

P

C i

P

F

TOPCON Annual Report 2011 | Global Network 29

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

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 July 1 2011)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR

activities 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 management

through the creation of environmentally-conscious

business process and through providing environmen-

tally-conscious products and services

5 Topcon will strive to establish CSR activities in

every officer and employeersquos daily work and to infil-

trate 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

CSR

STRUCTURE FOR PROMOTING CSR Topconrsquos 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

The Topcon Group promotes the CSR activities based on the TOPCON WAY the Grouprsquos highest commonvalues and its Code of Business Conduct These are also in compliance with the ten principles of the UnitedNationrsquos Global Compact The Grouprsquos common policies and the organization structure are established tosupport these CSR activities

30 TOPCON Annual Report 2011 | CSR

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

Report

Report

Report

Report

Approval forappointment and termination

Agenda placement and report on important matters

AuditReport

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6(External 0)

Accounting AuditorBoard of AuditorsCorporate Auditors 4

(External 2)

Executive Officers Meeting (Discusses important matters)

Executive Officers 15 (Manages daily activities)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 24 2011)

Board of Auditors and accounting audits by the accounting

auditors and internal audits by the Corporate Audit Division

RISK COMPLIANCETopcon has established Basic Rules for 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 situation 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 contributes

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 subsidiaries The

Internal Reporting System is administered by the Corporate

Audit Division an internal auditing organization

The Company has established the Basic Regulation for

Personal Data Protection concerning protection of private

information and the Basic Regulation for Information Security

regarding confidential information and associated regulations

thereof and seeks to keep employees of the Company and

subsidiaries fully informed of these regulations Such regula-

tions provide for the protection of the information itself while

also enabling a timely and appropriate response in the event

that risk arises related to the information

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execution of

daily business operations The Company separates the supervi-

sory function of the directors and the Board of Directors from the

business execution function of the executive directors to main-

tain a system enabling a timely and appropriate response to rapid

changes in the business environment The Board of Directors

convenes monthly (and as otherwise necessary) to deliberate

basic management policies items required by laws and regula-

tions or articles of incorporation and important matters

concerning other management issues as well as to receive

reports with the aim of fortifying the supervisory functions

Directors auditors and executive officers attend Execu-

tive 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 decision-

making 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 Divi-

sion an internal auditing organization directly overseen by

the President to ensure legal appropriate and effective

business execution The Company endeavors to ensure

comprehensive audits based on a mutually cooperative

effort and efficient auditing system for accounting audits

and business audits by the Corporate Auditors and the

TOPCON Annual Report 2011 | CSR 31

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

32 TOPCON Annual Report 2011 | CSR

bull Implementation of corporate governance amp CSR seminars

Items

Responsibilities toBusiness Partners

EnforcingEnvironmentManagementSystemProvidingEnvironmentallyConscious Prod-ucts and Services

Promoting Envi-ronmentalCommunication

Responsibilities toStockholders andInvestors

bull Disseminating the Corporate Governance Principles and theldquoTOPCON WAYrdquo

bull Holding seminars on the Corporate Governance Principles andCSR

Key Goals and Plans for FY2010 Key Goals and Plans for FY2011

Legend in the ldquoSelf-Assessmentrdquo column 100 met Partly not met or there is room for improvement

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

The Topcon CSR Committee reviews year-by-year achievements regarding our CSR activities and sets goalsand plans for the next year In fiscal 2010 Topcon carried out a wide range of activities including aformulation of the Corporate Governance Principles and the ldquoTOPCON WAYrdquo a review of the businesscontinuity plan (BCP) health promotion for employees and so on

CSR INITIATIVES AND TARGETS

bull Formulated the Corporate Governance Principlesbull Formulated the ldquoTOPCON WAYrdquobull Updated in-house training programs and held seminars for new

managers

bull Issued a reference leaflet on Topcon Code of Business Conduct andposted it on the bulletin board of the in-house database

Key Achievements in FY2010

bull Reviewing the BCP and holding BCP training

bull Holding Risk-Compliance seminars

bull Took measures regarding the Great East Japan Earthquake and reviewedthe BCP action plan (Conducted an earthquake emergency drill and drewup anti-flu checklist)

bull Held Risk-Compliance seminars and improved content of the in-houseRisk-Compliance bulletin board

bull Formulated basic regulations on public relations management andregulations on prevention of bribery of domestic and foreign publicofficials etc

bull Holding topic-by-topic compliance seminars (Continued) bull Held seminars for all qualified

bull Developing and releasing new products through promotion ofTM-1 activities (Continued)

bull Conducted TechnologyQuality innovation project to shorten developmenttimes and improve quality

bull Improving the total quality assurance system across groupcompanies

bull Conducted quality-first drives by declaring TechnologyQuality Month andholding quality forums

bull Improving pre-verification capabilities in upper stream andprevention of quality problems bull Held process improvement seminars for engineering departments

bull Promoting prompt feedback of customer information bull Promoted speedup in the feedback of quality information from callcenters and group companies

bull Extending applications of the RoHS compliance assurancesystem to overseas suppliers

bull Conducted as planned4 companies (2 companies in 2010A and 2010B each)

bull Improving physical and mental checkup items and implementationof preventive measures (restricts working hours etc) based ontheir results

bull Gave interviews with industrial medical advisors after checkups andrestricted working hours

bull Implementation of no-smoking programs (smoking cessationsupport)

bull 46 employees quit smoking as a result of no-smokingsmoking-cessationpromotion (Smoking rate decreased from 33 to 30)

bull Implementation of management training programs on safetyassurance obligations bull Conducted as part of training for new managers

bull Drawing up a Basic Policy on Human Resource Development bull Collated existing related policies and re-declared a human resourcedevelopment policy to group companies

bull Providing environmentally conscious and resource-savingproducts and products and services useful for improvingmedical care health care and life in general (Continued)

bull Provided products that would help address social issues (global warmingpopulation aging resource depletion)

bull International volunteer assistance bull Conducted as planned

bull Assisting of medical and academic institutes (product donationand sponsor seminars) (Continued) bull Conducted as planned

bull Increasing the number of companies to be auditedEnvironmental auditing 10 group companies

bull Increased the number of companies to be auditedEnvironmental auditing 11 group companies

bull Providing environmentally conscious productsOver 60 of sales

bull Provided environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions)Total emissions relative to 1990 (per unit of sales) 25reduction (less than 906)

bull Implemented measures against global warming (Reduction in CO2

emissions)Total emissions relative to 1990 (per unit of sales) 195 reduction (973)

bull rdquoEffective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 20reduction (less than 1108)rdquo

bull Effective use of resourcesTotal waste volume relative to 2000 (per unit of sales) 33 reduction(0852)

bull Management of chemical substancesUse of organic solvents 725 reduction (less than 3275 kg)

bull Management of chemical substancesUse of organic solvents 756 reduction (2910 kg)

bull Strengthening of cooperation with administration and localresidents

bull Strengthened cooperation with administration and local residentsAssisted with public projects and cooperated with civic groups

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst

coverage

bull Improved Web contentbull Increased analyst coverage by two firms

bull Issuing Topcon Group CSR Report (Continued) bull Issued Topcon Group CSR Report

bull Issuing group media of CSR (CSR INFO-LINK) (Continued) bull Continued publications

bull Participating in the GC-JN working group (CSR Report etc) bull Participated in the GC-JN working group CSR Report in-house GCawareness-raising working group etc

bull Posting corporate information on the website in a timely fashion bull Posted corporate information in a timely fashion

bull Social contribution activities in collaboration with NPOs bull Cooperated with NPOs specialized in social contributions and laborissues

bull Issuing a reference leaflet on Topcon Code of Business Conductand disseminating it throughout the Topcon Group

bull Reviewing the BCP (Continued)bull Drawing up and implementing the BCP based on expected

summertime power shortage

bull Compliance with the statutory employment rate for persons withdisabilities

bull Reviewing the content of and continuing Risk-Complianceseminars

bull Held seminars for all qualified

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

bull Improving the total quality assurance system across groupcompanies (Continued)

bull Improving pre-verification capabilities in upper stream andprevention of quality problems (Continued)

bull Promoting prompt feedback of customer information (Continued)

bull Further extending applications of the RoHS compliance assurancesystem to overseas suppliers(4 suppliers)

bull Measures for reducing metabolic syndrome cases(special health maintenance guidance in-house plans)

bull Continuing no-smoking programs (Target smoking rate=28)

bull Strengthening cooperation in safety and health matters withgroup companies and improving management levels

bull Continual improvement of the personnel system

bull Continued

bull Continued

bull Continued

bull Continuing environmental auditingEnvironmental auditing 11 companiesIntegrating and extending ISO certification

bull Providing environmentally conscious productsOver 64 of sales

bull Implementation of measures against global warming (Reductionin CO2 emissions) 55 reduction from the previous year (to comply with Tokyometropolitan ordinance)

bull Effective use of resources Continuing zero-emission efforts (Less than the previous year)

bull Management of chemical substancesldquoStrengthening central management (Using less chemicalsubstances than the previous year)rdquo

bull Strengthening of cooperation with administration and localresidents

bull Providing information to stockholders and investorsbull Maintaining external evaluations and increasing analyst coverage

bull Issuing Topcon Group CSR Report (Continued)

bull Issuing group media of CSR (CSR INFO-LINK) (Continued)

bull Participating in the GC-JN working group (CSR Report etc)

bull Posting corporate information on the website in a timely fashion

bull Social contribution activities in collaboration with NPOs

bull Disseminating the reference leaflet on Topcon Code of BusinessConduct across the Topcon Group

Communication

EstablishingEnvironmentallyConscienceBusinessProcesses

Responsibilitiesto Internationaland LocalCommunities

Responsibilities toEmployees

Responsibilities to Customers

RiskCompliance

CorporateGovernance

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Directors Corporate Auditors and Executive Officers 33

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

President

Norio Uchida

Director Senior Managing ExecutiveOfficer

Hiroshi Fukuzawa

Director Managing Executive Officer

Takayuki Ogawa

Directors Executive Officers

Satoshi Hirano

Hiroshi Koizumi

Shinji Iwasaki

Full-time Auditors

Mamoru Takahashi

Ikuo Kobayashi

External Auditors

Chikahiro Yokota

Tatsuya Kuroyanagi

Managing Executive Officer

Raymond OrsquoConnor

Executive Officers

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Zou Xi Guang

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

Yasufumi Fukuma

DIRECTORS CORPORATE AUDITORS EXECUTIVE OFFICERS

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

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

PersonalComputer

Motherboard

Substrate

IC chips

GLOSSARY

THE POSITIONING BUSINESS

Total Station

A total station is an instrument that measuresangles and distances with extremely high pre-cision The accuracy of its resolution is at the1 arc-second level in terms of angles (1 arc-second=11296000 degree) A total stationhas the capacity to measure at a distance ofseveral kilometers with accuracy of approxi-mately 2mm Although high-precision measur-ing requires the use of prismatic targetsmany newer total stations can measureobjects directly without a prism Additionallyhigh-end total stations can automaticallysense and track a moving prism while trans-mitting measurement information to a remoteuser These instruments are called robotictotal stations The latest innovation is theaddition of digital imaging and scanning capa-bilities to allow recording of spatial data forfuture measuring and other purposes

3D Measurement

Our 3D measurement technology can calcu-late the 3D position of an object in a singlemeasurement unlike traditional methods inwhich horizontal and vertical measurementsare conducted separately Compared with sur-face information obtained by connectingpoints much higher-density 3D surfaces canbe captured by employing a 3D laser scannercapable of acquiring a large volume of pointscombined with image measurement technol-ogy Creating a real 3D model helps providevarious advantages such as allowing users tonot only see images clearly but also to viewany given cross-sectional profile and improvethe accuracy of volume calculations

THE EYE CARE BUSINESS

MydriasisNon-Mydriasis

Mydriasis is a condition in which the pupils aredilated (open) In order to sufficiently diagnosethe fundus (the back of the eye) mydriaticdrops are used to enlarge the pupils becausethe larger they are the easier it is to examineall parts of the fundus In contrast non-mydria-sis is a condition where it is not necessary todilate pupils with mydriatic drops

Retinal Camera

A retinal camera is an instrument for photo-graphing and recording images from the backof the eye (the fundus) such as the retina Theocular fundus is the only part of the body wherethe microcirculation can be observed directlyand therefore helps in the detection of not onlyophthalmic diseases but also internal diseasessuch as changes in microcirculation stemmingfrom high blood pressure and atherosclerosisand retinopathy a complication of diabetesFurthermore there are two types of retinalcameras mydriatic and non-mydriatic camerasThe mydriatic camera can photograph even thesurrounding areas clearly owing to the use ofmydriatic drops In contrast a flash must beused when capturing images with a non-mydri-atic camera Compared with mydriatic retinalcameras non-mydriatic cameras require lesstime for examination and photographing of thefundus and put a lighter burden on the patientand for these reasons are used by physiciansand during medical check-ups

3D OCT (Optical Coherence Tomography)

The 3D OCT is a diagnostic instrument thatcombines a retinal camera with Optical Coher-ence Tomography (OCT) which produces a 3Dimage of an object based on information fromreflected light employing infrared light Thisinstrument provides 3D cross-sectional imagesof retinal and other layers as well as fundusphotography The 3D OCTenables the early detectionand diagnosis of three majorophthalmic diseases namelyldquoage-related macular degen-erationrdquo ldquodiabetic retinopa-thyrdquo and rdquoglaucomardquo whichare increasing in industrial-ized countries

THE FINETECH BUSINESS

Substrate

A substrate refers to the semiconductor pack-age substrate that serves as the base forsemiconductor chips In the printed-wiringsubstrate field as a whole there is a growingdemand toward miniaturization of wiring pat-terns and substrates in tandem with efforts todownsize and generate high-function andhigh-performance electronic products TheTopcon substrate 3D inspection systemenables high-precision inspection of theheight and positioning of substrate bumps(bump electrodes with a diameter of roughly acouple dozen to a few hundred microns foroutward connections) in submicron units and100 inspection with high-speed scanning

FPD (Flat Panel Display)

FPD is a flat panel display and it refers to liquidcrystal plasma organic electro-luminescencefield emission and other displays It hasreplaced conventional cathode-ray tubes Top-con manufactures proximity aligners (the TMEseries) for LCDs and the optical measurementinstruments that are essential for evaluatingdisplay image quality (color and brightness)

Robotic Total StationQS

Imaging StationIS

3D Laser ScannerGLS-1500

Mydriatic Retinal CameraTRC-50DX

Non-Mydriatic RetinalCamera TRC-NW300

3D OCT-2000

Substrate 3DInspection System

SB-Z500

Proximity AlignerTME series

SpectroradiometerSR-LEDW

Please refer to ldquoTopconrsquos Technological Prowessrdquo (pages 18ndash19) regarding explanations of the terms ldquoGPS (GNSS)rdquo ldquoprecision agricul-turerdquo and ldquomobile measurementrdquo

34 TOPCON Annual Report 2011 | Glossary

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

Contents

ConsolidatedTen-yearSummary

36

Fiscal 2010ManagementrsquosDiscussion andAnalysis

38

ConsolidatedBalance Sheets

42ConsolidatedStatements ofIncome

44

ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedStatements ofCash Flows

46

FINANCIAL SECTION

TOPCON Annual Report 2011 | Financial Section 35

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

36 TOPCON Annual Report 2011 | Consolidated Ten-year Summary

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating resultsNet Sales

Positioning BusinessEye Care BusinessFinetech BusinessOverseas

Cost of salesGross profitSelling general and administrative expensesOperating income (loss)Ordinary income (loss)Net income (loss)Capital expendituresDepreciation and amortizationRampD expendituresFree cash flowsNet cash provided by (used in) operating activitiesNet cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities

Financial positionShareholdersrsquo equityTotal assetsInterest-bearing liabilities

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

Management indicatorsOperating income ratio ()Net income ratio ()Ratio of RampD expenditures to net sales ()Overseas net sales ratio ()Return on assets (ROA) ()Return on equity (ROE) ()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)

20053200432003320023

yen 966313665226145338326689563514331162596771496267427834022619595643577809(3452)1352

yen 354138375818927

yen 9304803

39609

744462

69254

12919423

423122534104398661

1874109

yen 714803051824365165964658944272272072304041673184230332902487535630966090(2994)(9122)

yen 310777470419998

yen 6322501

34893

583275

65230 75

25318

416092644100 299484

181082

yen 674062822623958152214360741573258332310027321196

55627612528517372368899(1663)(3964)

yen 301378025829809

yen 143603

32908

410877

6470718

23704

376080 988249264400

138877

yen 69526310702313215324456364442725099229752123

417(3505)35522893427326025513(2911)(3971)

yen 306428744433922

yen 151(3782)

33062

31(50)61

65738

(110) mdash

05350 076

1107mdash

255350

146533

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8315US$ as of March 31 20112 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

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Consolidated Ten-year Summary 37

20113 20113

yen 102470515593094619964742106140841061392611799

608(1288)44995286

10275(7903)

(934)(6969)4761

yen 3690812481655300

yen 440(1391) 39850

18(13)100 724 (10) (33)

mdash11

296 082

1498mdash

239428

1571mdash

20063

yen 102799478043186423129722625891543883308181306511503678127533081771324316869(4437)(8276)

yen 477808937912350

yen 22007344

51585

1276675

70378

163300 43

535119258204376670

205185

20073

yen 110490536313846418394805755965050839355631527614233854930123287942410196708(5689)(1123)

yen 546899985914068

yen 18009230

59045

1387785

729 90

167 195 30

548 117 257 217 358613

181797

20083

yen 11081850928398282006181027619484886937894109759205773628933746

10178(16185)

6904(23090)23761

yen 5608213936243329

yen 7858352

60549

9970 92

731 65

140 94 13

402 093 773 192 271478

146063

20093

yen 11266658031335032113183684736613900445949(6944)(9326)(9992)26206448

11589(6991)(1267)(5724)5667

yen 3980111970249706

yen 382(10789) 42972

(62)(89)

103 743 77

(208) mdash

09 332 087

1249 mdash

238463

1974mdash

20103

yen 94862493503156113950691385463640226388211405

545133

21096378960911123755(2643)1468

yen 4049012553951501

yen 517144

43717

1501

101 729 01 03

3580 12

323 077

1272 2770 218419

177429

$ 1232358620077372178240102892487738531493827472180216467320

(15499)5410763581

123573(95051)(11238)(83812)57259

$ 4438801501099

665069

$ 5292(0167)4793

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

093083073 103 113

OPERATING INCOME

20000

15000

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

093083073 103 113

38 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

FISCAL 2010 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

MARKET ENVIRONMENTThe economic environment in fiscal 2010 ended March31 2011 included an improvement in United States busi-ness conditions from extremely severe conditions into arecovery mode while the harsh business conditions per-sisted in Europe At the same time although conditionsvaried for each country China and other emergingeconomies generally showed an expansionary trend InJapan corporate earnings and business conditions werebeginning to show signs of recovery until the outlookturned unpredictable following the Great East JapanEarthquake

Despite these economic conditions the Topcon Groupviews the current period of change as a golden opportunityfor leveraging the Grouprsquos comprehensive strengths andmaking a new start toward ldquoprofitable and sustainablegrowthrdquo With this as our goal we have been advancingreforms to create a corporate structure and a corporateculture that can serve as the foundation for implementingour growth strategies

CONSOLIDATED RESULTSIn fiscal 2010 net sales were strong in the United Statesparticularly in the Positioning Business as well as in Japanand China notably for the Finetech Business although theexchange rate had a stronger negative impact on net salesthan in the previous fiscal year The result was a 80 year-on-year increase in net sales to yen102470 million

Although earnings were affected by the strong yen aswell as increased spending to strengthen our developmentcapabilities and fortify our sales network the increase innet sales generated a 281 year-on-year rise in operatingincome to yen1799 million and an 117 year-on-yearincrease in ordinary income to yen608 million

The Company posted a net loss of yen1288 million due inpart to a loss recorded from the liquidation of subsidiariesand affiliates

SEGMENT INFORMATIONIn the Positioning Business net sales rose 45 year onyear to yen51559 million as the growth in demand in theUS market more than offset the impact of the strong yenThe improved earnings accompanying the rise in net salesboosted operating income to yen130 million an increase ofyen123 million over the previous fiscal year

In the Eye Care Business net sales fell 19 year onyear to yen30946 million largely due to the impact of thestrong yen The business secured operating income ofyen307 million for the year but the decrease in net salesincreased development expenses and other factors result-ed in a yen1656 million decline in operating income from theprevious fiscal year

In the Finetech Business net sales grew 431 year onyear to yen19964 million supported by substantial increas-es in sales of projectors proximity aligners and chipdefect inspection systems The sharp rise in net salesresulted in operating income of yen1362 million an increaseof yen1927 million from the previous fiscal year

FINANCIAL POSITIONAssetsAs of March 31 2011 total assets stood at yen124816 mil-lion a decline of yen723 million from a year earlier 1 Current assets Current assets amounted to yen81571 mil-

lion a decline of yen1576 million from the previous fiscalyear-end due primarily to a decrease in cash and depositsassociated with the purchase of business assets

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

093083073 103 113

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

093083073 103 113

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

093083073 103 113

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 39

2 Noncurrent assets Noncurrent assets amounted toyen43245 million an increase of yen853 million from the previ-ous fiscal year-end due mainly to a rise in intangibleassets accompanying the purchase of business assets

LiabilitiesAs of March 31 2011 total liabilities amounted to yen87577million an increase of yen3727 million from a year earlier1 Current liabilities Current liabilities amounted to

yen51910 million up yen5040 million from the previous fis-cal year-end due primarily to an increase in short-termloans payable

2 Noncurrent liabilities Noncurrent liabilities amounted toyen35667 million down yen1313 million from the end ofthe previous fiscal year due mainly to a decrease inlong-term loans payable following reclassificationbecause their due dates had fallen within one year

Net AssetsAs of March 31 2011 total net assets amounted toyen37238 million a decline of yen4450 million due primarilyto the decline in foreign currency translation adjustmentfrom the stronger yen and the decrease in retained earn-ings arising from the net loss for the fiscal year underreview

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonetcashrdquo) at the fiscal year-end stood at yen13770 million adecrease of yen3439 million from the end of the previous fis-cal year The decline was primarily due to a decrease in netcash resulting from payments for the transfer of business

which exceeded factors increasing net cash such asincreases in long-term loans payable and proceeds fromthe transfer of business

Net Cash Provided by (Used in) Operating ActivitiesNet cash used in operating activities amounted to yen934million compared to yen3755 million provided by operatingactivities in the previous fiscal year While cash increaseddue to proceeds from a yen12 million loss before incometaxes and minority interests after addition of the adjust-ment for depreciation and amortization of yen5286 millionthis increase was more than offset by a number of cashdecreasing factors including a yen3741 million increase ininventories a yen1973 million increase in notes andaccounts receivable-trade and a yen420 million decrease inaccrued expenses

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen6969 millioncompared to yen2643 million used in investing activities inthe previous fiscal year The primary factor was yen5141 mil-lion in payments for the transfer of business

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted toyen4761 million compared to net cash of yen1468 million pro-vided by financing activities in the previous fiscal yearWhile cash declined due to a yen13615 million repayment oflong-term loans payable this significant increase wasattributable to an increase in long-term loans payable total-ing yen15000 million and a yen4109 million net increase inshort-term loans payable

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

093083073 103 113

40 TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis

Capital ExpendituresTotal capital expenditures for the Topcon Group amountedto yen4499 million in fiscal 2010 By business segment capi-tal expenditures for the Positioning Business was yen2112million for the Eye Care Business yen1662 million and forthe Finetech Business yen725 million Expenditures objec-tives were primarily to introduce ERP advance researchand development enhance production systems improveoperating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit toshareholders Our basic policy regarding the distributionof profits to shareholders is to steadily increase the divi-dend payment amount in l ine with the growth inconsolidated earnings

Regarding dividend payments we make payments twiceyearly in principle as an interim dividend and year-end divi-dend Our Articles of Incorporation allow for the payment ofdividends by resolution of the Board of Directors withoutrequiring the resolution of the General Meeting ofShareholders and provide for a record date for the year-enddividend of March 31 and for the interim dividend ofSeptember 30 each year as well as allowing for the pay-ment of dividends with the record date to be determined

In fiscal 2010 management decided to maintain a con-sistent dividend payment level despite the low level ofconsolidated earnings and distributed an interim dividendpayment of yen2 per share (compared with the yen2 per shareinterim dividend payment in fiscal 2009) and year-end divi-dend payment of yen2 per share (compared with the yen2 pershare year-end dividend payment in fiscal 2009) for a full-year dividend of yen4 per share (compared with a full-yeardividend payment of yen4 per share in fiscal 2009)

BUSINESS RISKSBusiness risks related to business conditions financial sta-tus and other factors that may potentially have significantinfluence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segmentsthe Positioning Business the Eye Care Business and theFinetech Business Demand for the Grouprsquos products isinfluenced by the trends in each of the markets in which thesegments conduct business (the construction ophthalmicand semiconductor markets etc) A significant fluctuationin one or more of these markets may thus impact the busi-ness results and financial position of the Group

The Group maintains a high ratio of overseas sales sell-ing products in Japan as well as around the worldincluding the United States Europe China and other Asiancountries Therefore economic conditions in these coun-tries may also impact the business results and financialposition of the Group

2 Overseas Business Development The Group conducts a wide range of business activitiesoverseas including exporting products and undertakinglocal production at overseas sites Accordingly a deteriora-tion in overseas political or economic conditions foreigntrade or foreign currency restrictions revisions to laws andregulations or taxation systems worsening public securityor the occurrence of terrorist actions war or natural disas-ters may obstruct business activities overseas and impactthe business results and financial position of the Group

3 Intensifying Competition (Price and Non-priceCompetition)

Competitors supplying products that are similar to theGrouprsquos products are present in each business segmentThe Group strives to achieve early introduction of newproducts to the market develop new technologies reducecosts and other activities to create a competitive advan-tage for the Group However delayed development of newproducts protracted development of new technologiessharp rises in raw material costs and other factors mayweaken the Grouprsquos growth potential or profitability andthus may impact the business results and financial positionof the Group

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Fiscal 2010 Managementrsquos Discussion and Analysis 41

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

The Group maintains a high ratio of overseas sales in itstotal consolidated sales Since this presents exposure toforeign exchange rate fluctuation risk the Group uses for-ward exchange contracts to maintain an appropriate levelof foreign exchange hedging within the scope of actualdemand Despite these precautions severe fluctuations inforeign exchange markets may impact the business resultsand financial position of the Group The Group also bor-rows funds from financial institutions which presentsexposure to interest rate fluctuation risk Changes in finan-cial market conditions could lead to sharp rises in interestrates Such fluctuations could raise the level of the Grouprsquosinterest rate payments which may impact the businessresults and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loansfrom financial institutions Deteriorating conditions in thefinancial markets or in the Grouprsquos operating performancecould prevent the Group from continuing existing loans ortaking out new loans Such conditions may impact the finan-cial status and operating performance of the Group

The Group also enters into syndicated loan contractswith financial institutions that require the Group to committo a financial covenant In the event that the Group shouldfail to meet any conditions of the covenant and fail toobtain agreement from a significant number of lenders thatthey will not exercise the right of forfeiture of the benefitof time then the Group would forfeit the benefit of timewith respect to all of the obligations associated with thesyndicated loan contracts Such an event may impact thebusiness 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 balancesheets must be higher than 75 of the net asset amounts recorded inthe consolidated balance sheets for fiscal year 2009

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

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

7 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some casesrequire the use of special materials for which suppliers arevery limited or for which it would be difficult to changesuppliers Delays or disruptions in supply of such materialscould lead to a rise in purchase costs and productiondelays which may impact the business results and finan-cial position of the Group

8 Product Quality IssuesThe Group puts every effort into quality control to maintainan optimal quality according to the features of its productsHowever it is virtually impossible to eliminate the possibili-ty that unforeseen conditions could cause quality issuesthat result in a product recall litigation or other actionSuch an event may impact the business results and finan-cial position of the Group

9 Intellectual Property RightsThe Group utilizes a wide range of intellectual propertyrights in its research and recognizes these rights are theproperty of the Group or are being used under a legal licens-ing agreement However the possibility exists that a thirdparty may file an infringement litigation concerning intellec-tual property rights against the Group In the event a disputeover intellectual property rights occurs it may impact thebusiness results and financial position of the Group

10 Laws and RegulationsSome of the products that the Group manufactures for theEye Care Business are medical devices subject to thePharmaceuticals Affairs Act in Japan and laws and regula-tions concerning medical devices in the various countriesin which the Group conducts business Changes in regula-tions may impact the business results and financialposition of the Group

11 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disastersincluding earthquakes acts of terrorism wars and epi-demics that occur in regions where the Group conductsbusiness can cause human casualty property damagesuspension of business activities to the Group Such anevent may impact the business results and financial posi-tion of the Group

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

42 TOPCON Annual Report 2011 | Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2010 and 2011

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

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

201132011320103

$ 167498

427449

153456

86441

62520

54351

45984

(16689)

981013

66348

32967

35565

2232

24701

161816

135441

71369

206811

56366

17470

46142

33013

(1535)

151458

520085

$ 1501099

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 17373

36034

14029

4372

4364

4073

4371

(1471)

83147

6118

3402

3309

464

2247

15542

13140

2335

15475

5107

487

4093

1885

(200)

11373

42391

yen 125539

Millions of yenThousands ofUS dollars

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on anexchange rate of yen8315US$ as of March 31 2011 for our readersrsquo convenience It should be added that this conversion rate does not indicate that theyen-denominated figures presented in these consolidated financial statements can be converted at the same rate

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Consolidated Balance Sheets 43

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

201132011320103

$ 162796

339423

63543

14371

8522

35638

624295

325646

4250

83434

717

14907

428955

1053251

123848

176923

202034

(682)

502124

(3603)

31

(54672)

(58244)

3967

447847

$ 1501099

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 13614

22869

5834

1227

759

2563

46869

28632

584

7063

57

643

36980

83850

10297

14711

18461

(56)

43414

289

(5)

(3207)

(2923)

1198

41689

yen 125539

Millions of yenThousands ofUS dollars

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

44 TOPCON Annual Report 2011 | Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

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 land

Reversal of allowance for doubtful accounts

Total extraordinary income

Extraordinary loss

Loss on transfer of business

Loss on liquidation of subsidiaries and affiliates

Loss on sales of investment securities

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard for asset retirement obligations

Loss on disposal of building

Total extraordinary losses

Income (loss) before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income (loss)

Net income (loss)

$ 1232358

738531

493827

472180

21646

826

651

710

7559

9748

14522

mdash

5194

4356

24073

7320

mdash

mdash

mdash

3386

2383

838

527

338

mdash

7473

(152)

12185

1159

13345

(13498)

2000

$ (15499)

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

281

198

69

43

28

mdash

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 94862

54636

40226

38821

1405

70

194

mdash

647

911

1308

122

16

324

1771

545

1327

783

2111

mdash

496

mdash

53

mdash

53

603

2053

770

1227

1997

mdash

(78)

yen 133

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Consolidated Statements of Comprehensive IncomeConsolidated Statements of Changes in Net Assets 45

Minorityinterests

Totalnet assets

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Income (loss) before minority interestsOther comprehensive income

Valuation difference on available-for-sales securitiesDeferred gains or losses on hedgesForeign currency translation adjustmentsComprehensive income of affiliates accounted for by the equity method attributable to the Company

Total other comprehensive income Comprehensive incomeComprehensive income attributable to

Shareholders of the CompanyMinority shareholders

201132011320103

$ (13498)

(7090)102

(13443)

4 (20427)(33925)

(38580)4654

yen (1122)

(589)8

(1117)

0 (1698)(2820)

(3207)387

yen mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

mdash

Millions of yenThousands ofUS dollars

Balance at March 31 2009

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

yen 10297

mdash

yen 10297

mdashyen 10297

yen 14711

mdash

yen 14711

mdashyen 14711

yen 18717

(370)

133

(19)

(256)

yen 18461

(370)(1288)

(3)

(1662)yen 16799

yen (55)

(0)

(0)

yen (56)

(0)

(0)yen (56)

yen 43671

(370)

133

(0)

(19)

(256)

yen 43414

(370)(1288)

(0)(3)

(1662)yen 41751

yen 2

287

287

yen 289

(589)(589)

yen(299)

yen (58)

52

52

yen (5)

8 8

yen 2

yen (3814)

606

606

yen (3207)

(1338)(1338)

yen (4545)

yen (3870)

946

946

yen (2923)

(1919)(1919)

yen (4843)

yen 1686

(487)

(487)

yen 1198

(868)(868)

yen 329

yen 41487

(370)

133

(0)

(19)

458

201

yen 41689

(370)(1288)

(0)(3)

(2787)(4450)

yen 37238

Millions of yen

Shareholdersrsquo equity Accumulated other comprehensive income

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

Minorityinterests

Totalnet assets

Balance at March 31 2010

Changes of items during the period

Dividends from surplus

Net income

Purchase of treasury stock

Other

Net change of items other thanshareholdersrsquo equity

Total changes of items during the period

Balance at March 31 2011

$ 123848

mdash$ 123848

$ 176923

mdash$ 176923

$ 222026

(4455)(15499)

(37)

(19991)$ 202034

$(679)

(2)

(2)$(682)

$ 522119

(4455)(15499)

(2)(37)

(19994)$ 502124

$ 3486

(7090)(7090)

$ (3603)

$ (70)

102 102

$ 31

$ (38579)

(16092)(16092)

$(54672)

$ (35163)

(23080)(23080)

$(58244)

$ 14415

(10448)(10448)

$ 3967

$ 501371

(4455)(15499)

(2)(37)

(33529)(53523)

$ 447847

Thousands of US dollars

Capitalstock

Capitalsurplus

Retainedearnings

Treasurystock

Totalshareholdersrsquo

equity

Valuationdifference onavailable-for-

sale securities

Deferredgains or

losses onhedges

Foreigncurrency

translationadjustment

Total accumu-lated other

comprehensiveincome

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Shareholdersrsquo equity Accumulated other comprehensive income

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

46 TOPCON Annual Report 2011 | Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2010 and 2011

Net cash provided by (used in) operating activitiesIncome (loss) before income taxes and minority interestsDepreciation and amortization Increase (decrease) in allowance for doubtful accountsInterest and dividends incomeInterest expensesLoss on retirement of property plant and equipmentLoss (gain) on sales of property plant and equipmentLoss (gain) on valuation of investment securitiesLoss (gain) on sales of investment securitiesEquity in (earnings) losses of affiliatesIncrease (decrease) in provision for retirement benefitsDecrease (increase) in notes and accounts receivable-tradeDecrease (increase) in inventoriesDecrease (increase) in prepaid expensesIncrease (decrease) in notes and accounts payable-tradeIncrease (decrease) in accrued expensesOther netSubtotalInterest and dividends income receivedInterest expenses paidIncome taxes (paid) refundNet cash provided by (used in) operating activities

Net cash provided by (used in) investing activitiesPayments into time depositsProceeds from withdrawal of time depositsPurchase of property plant and equipmentProceeds from sales of property plant and equipmentPurchase of intangible assetsPurchase of investment securitiesProceeds from sales of investment securitiesPurchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiariesProceeds from transfer of businessPayments for transfer of businessPayments of long-term loans receivableCollection of long-term loans receivableOther netNet cash provided by (used in) investing activities

Net cash provided by (used in) financing activitiesNet increase (decrease) in short-term loans payableProceeds from long-term loans payableRepayment of long-term loans payableRepayments of finance lease obligationsPurchase of treasury stockCash dividends paidCash dividends paid to minority shareholdersNet cash provided by (used in) financing activities

Effect 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

$ (152)63581

(649)(1475)14522 2086 (389)533 250

(710)(1510)

(23739)(44992)(1623)21281 (5059)

(11946)10006 2118

(14684)(8679)

(11238)

(2309)2310

(22849)1613

(10306)(24)

2479

mdash(1916)12224

(61829)(189)252

(3266)(83812)

49424 180396

(163745)(2138)

(2)(4455)(2219)57259 (3569)

(41361)206969

$ 165607

yen (12)5286

(54)(122)

1207 173 (32)44 20

(59)(125)

(1973)(3741)

(135)1769 (420)(993)832 176

(1221)(721)(934)

(192)192

(1899)134

(857)(2)

206

mdash(159)

1016 (5141)

(15)20

(271)(6969)

4109 15000

(13615)(177)

(0)(370)(184)

4761 (296)

(3439)17209

yen 13770

yen 2053 6378

(960)(258)

1307 403

(1302)53 2

122 (574)

(7625)(598)(463)

4163 (184)

1059 3577

310 (1317)1185 3755

(12)233

(2591)2276

(722)(1618)

34

0 (127)

mdashmdash

(90)131 (157)

(2643)

3303 mdash

(1021)(249)

(0)(373)(190)

1468 (91)

2489 14720

yen 17209

201132011320103

Millions of yenThousands ofUS dollars

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Corporate Profile and Stock Information 47

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individualand Others

2041

FinancialInstitutions

1529

DomesticCompanies

3767

Foreign Investors

2617

Securities Firms

034

15000

12000

9000

6000

3000

0

(Thousands)

1200

1000

800

600

400

200

(Yen)

Trading Volume

Share Price

200903 201003 201103

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

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2011)

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 Positioning Business(Surveying instruments GPS Machinecontrol system 3D measurement GISPrecision agriculture Mobile measurement)Eye Care Business(Ophthalmic examination instrumentsOphthalmic treatment instrumentsOphthalmic IT solutions Optometric instruments)Finetech Business(Semiconductor equipmentFPD equipment Optical devices)

Topcon Group 15 (Domestic)54 (Overseas)

Employees 4727 (Consolidated)1104 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 19308

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for The Chuo Mitsui Trust amp Banking Co Ltdcommon stock 33-1 Shiba 3-chome Minato-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS

Number of shares held are rounded down to the hundred and percentage ofshares 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 44527 480

The Dai-ichi Life Insurance Co Ltd 40380 435

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) 11292 121

The Master Trust Bank of Japan Ltd (Trust Account) 9921 107

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

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

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

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

48 TOPCON Annual Report 2011 | Japanese and Overseas Group Companies

JAPANESE AND OVERSEAS GROUP COMPANIES(As of August 31 2011)

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of positioning equipment 400 million 10000

Topcon Sales Corporation Tokyo Sales of positioning equipment 269 million 10000

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

Sokkia Sales Co Ltd Tokyo Sales of positioning equipment 20 million 10000

Topcon Technohouse Corporation Tokyo Sales of finetech equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of positioning equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of positioning eye care and finetech equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of positioning eye care and finetech equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of positioning equipment 200 million 10000

NGR Inc Tokyo Development of finetech equipment 1199 million 2335

Topcon Service Co Ltd Tokyo After sales services for positioning and eye care equipment 57 million 10000

Topcon GS Corporation TokyoOverall services (product sales cleaning security facilities maintenance etc) for Topcon Group companies

20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USAHolding company of Topcon Positioning Systems Inc and Topcon Medical Systems Inc etc

USD 85000 thousand 10000

Topcon Positioning Systems Inc California USADevelopment production and sales of positioning equipment

USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USADevelopment production and sales of eye care equipment

USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USADevelopment production and sales of eye care equipment

USD 10000 thousand 10000

Cacioppe Communications Companies Inc

Michigan USA Sales of positioning equipment USD 1 thousand 6021

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

Topcon 3D Inspection Laboratories Inc

Quebec Canada Development of finetech equipment USD 150 thousand 10000

EUROPEAFRICA

Topcon Europe BV Capelle The NetherlandsHolding 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 EUR18 thousand 10000

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

IBS Lasertechnik GmbH Hamburg Germany Sales of positioning equipment EUR 25 thousand 10000

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 SpainHolding company of InlandGEO SL and InlandGEO Canarias SL etc

USD 0 thousand 10000

InlandGEO SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

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

InlandGEO LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Figures of less than one unit are rounded down

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

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

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

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

Sales Pte Ltd Singapore

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

Pte Ltd Singapore

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

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

Topcon Sokkia India Pvt Ltd Noida India Sales of positioning equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of positioning equipment KRW 2041700 thousand 10000

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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 51: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TOPCON Annual Report 2011 | Japanese and Overseas Group Companies 49

CapitalInvestment Percentage ofCountryRegion Core Businesses in Capital Voting Rights

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

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino ItalyDevelopment production and sales of positioning equipment

USD 2 thousand 5010

DESTURA srl Modena ItalyDevelopment production and sales of positioning equipment

EUR 60 thousand 3000

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 EAST

Topcon Singapore Holdings Pte LtdAlexandra Terrace Holding company of Topcon Singapore Positioning Singapore Pte Ltd and Topcon Singapore Medical Pte Ltd

USD 1121 thousand 10000

Topcon Singapore Positioning Alexandra TerraceHolding company of Topcon Singapore Positioning

Pte Ltd SingaporeSales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Sales of positioning equipment USD 1000 thousand 10000

Sales Pte Ltd Singapore

Topcon Singapore Medical Alexandra Terrace Sales of eye care equipment USD 4000 thousand 10000

Pte Ltd Singapore

Sokkia Singapore Positioning Alexandra Terrace Sales of positioning equipment USD 1000 thousand 10000

Sales Pte Ltd Singapore

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia Sales of positioning and eye care equipment MYR 6600 thousand 10000

Sdn Bhd

Topcon Instruments (Thailand) Bangkok Thailand Sales of positioning and eye care equipment THB 19000 thousand 4990

Co Ltd

Topcon Sokkia India Pvt Ltd Noida India Sales of positioning equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of positioning equipment KRW 2041700 thousand 10000

NGR Korea Inc Suwon Korea After sales services for finetech equipment KRW 120000 thousand 2335

Topcon Optical (HK) Ltd Hong Kong China Sales of positioning eye care and finetech equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of positioning Development Corporation and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production of positioning eye care and finetech Technology Ltd equipment sales of finetech equipment

USD 12000 thousand 9000

Holding company of Topcon Precision Agriculture TPS Australia Holdings Pty Ltd South Australia Australia Pty Ltd and Topcon Positioning Systems (Australia) USD 10901 thousand 10000

Pty Ltd

Topcon Precision AgricultureSouth 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 positioning equipment USD 1089 thousand 10000

and Africa FZE

Topcon studies the possibilities of ldquolightrdquo creates new valuestoward the future and contributes to build a rich human society

Topcon will maintain a proactive and responsive attitude by foresee ing any changes and p lace the utmost pr ior i ty on compliance under all circumstances thereby continually striving to be a trustworthy partner to all stakeholders

Topcon will do its utmost to improve quality in all stages from development and design to manufacturing sales and service supp ly p roducts o f the h ighes t qua l i t y and deve lop our customersrsquo businesses

Topcon will build relationships of mutual trust and partnership with sales agents and other business partners and mutually deve lop bus iness through in format ion shar ing and c lose cooperation

Topcon will implement two-way communication with employees and will respect diverse individualities values and the spirit of creation and innovation and maximize the employeesrsquo skills

Topcon as a member of the global and local community will r e s p e c t g l o b a l s t a n d a r d s c o n c e r n i n g h u m a n r i g h t s t h e environment labor standards and anti-corruption measures and contribute to building sustainable markets

Topcon will appropriately disclose information to shareholders in a timely manner work to build a relationship of trust with themand continually strive to improve our corporate value

TOPCON WAY

Topcon Corporation has established the TOPCON WAY

representing the companyrsquos most significant set of common values

through the restructuring and integration of its Business Philosophy

Management Policy and Code of Business Conduct

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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: REFORM AND ENHANCEMENT of Business Structureglobal.topcon.com/invest/library/annual/pdf/ar2011en.pdf · REFORM AND ENHANCEMENT of Business Structure ... Topcon Sokkia India Pvt. Ltd.

TO

PC

ON

CO

RP

OR

AT

ION

AN

NU

AL R

EP

OR

T 2011

REFORM AND ENHANCEMENTof Business Structure

ANNUAL REPORT 2011For the year ended March 31 2011

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