Dowa Holdings Co., Ltd. Dowa Holdings Co Ltd Annual Report 200 7 Jump up to the New Stage Environmental Nonferrous Metals Management & Electronic Materials Metal Processing Heat Treatment Recycling Become the No.1 in the Five Core Businesses Intensive Investments in the Five Core Businesses Accelerating Overseas Expansion Technology-oriented Company Moving to the New Stage Annual Report 2007 For the year ended March 31, 2007 Annual Report 2007 Dowa Holdings Co., Ltd. Profile The Dowa Group is engaged in a wide range of activities to supply materials and provide services that underpin modern lifestyles. Our business segments include Nonferrous Metals, Environmental Management & Recycling, Electronic Materi- als, Metal Processing and Heat Treatment. We have faced great changes and countless trials since being established in 1884, but we have overcome all such challenges through refusing to be afraid of change and placing a priority on technol- ogy. This legacy is demonstrated in the “Business Structure Reforms Plan” we commenced in 2000, and is the driving force behind our “Dismantle and Rebuild” strategy and position as a “Technology-oriented Company.” In the fiscal year ended March 31, 2007, we converted to a holding company structure to realize greater management speed, autonomy, specialization, and agility of business divisions. The resulting structure comprises five operating compa- nies under Dowa Holdings Co., Ltd. The fiscal year under review also marked the first year of our new medium-term management plan, Business Structure Reform Plan III, and the results of the plan during this fiscal year are detailed in this Annual Report. Contents 1 Financial Highlights 24 Environmental Preservation Activities 2 Message from the Management 25 Dowa’s Network of Environmental 3 Become the No.1 in Operations & Recycling the Five Core Businesses 26 Corporate Governance 5 Intensive Investments in 27 Board of Directors and Officers the Five Core Businesses 28 Financial Section 7 Accelerating Overseas Expansion 28 Consolidated 11-Year Summary Technology-oriented Company 30 Financial Review 9 Moving to the New Stage through 34 Consolidated Balance Sheets the Adoption of a Holding 36 Consolidated Statements of Income Company System 37 Consolidated Statements of 12 At a Glance Changes in Net Assets 14 Business Review and Outlook 38 Consolidated Statements of 14 Dowa Metals & Mining Co., Ltd. Cash Flows [Nonferrous Metals] 39 Notes to Consolidated 16 Dowa Eco-System Co., Ltd. Financial Statements [Environmental Management & Recycling] 51 Report of Independent Auditors 18 Dowa Electronics Materials Co., Ltd. [Electronic Materials] 52 Global Network 20 Dowa Metaltech Co., Ltd. 53 Subsidiaries and Affiliates [Metal Processing] 54 Corporate History 22 Dowa Thermotech Co., Ltd. 55 Corporate Data [Heat Treatment] Dowa Holdings Co., Ltd. Annual Report 2007 Financial Highlights Years ended March 31 Thousands of Millions of Yen U.S. Dollars*1 2007 2006*2 2007 For the Year: Net Sales ........................................................................................................................................................... ¥458,701 316,388 $3,885,650 Operating Income ......................................................................................................................................... 48,733 36,897 412,821 Ordinary Income ............................................................................................................................................ 49,717 33,177 421,158 Net Income ...................................................................................................................................................... 26,337 14,532 223,103 Net Cash Provided by Operating Activities ........................................................................................ 13,700 17,783 116,057 At Year-end: Net Assets ........................................................................................................................................................ 141,276 114,869 1,196,749 Total Assets ...................................................................................................................................................... 352,299 303,029 2,984,321 Interest-bearing Debt .................................................................................................................................. 114,757 99,653 972,110 Return on Assets (ROA*3) ........................................................................................................................... 15.2% 11.8% 15.2% Capital Expenditures .................................................................................................................................... 21,821 12,497 184,848 R&D Expenses ................................................................................................................................................. 4,384 3,739 37,144 Net Sales Operating Income Ordinary Income (Billions of Yen) (Billions of Yen) (Billions of Yen) 500 50 50 400 40 40 300 30 30 200 20 20 100 10 10 0 0 0 03 04 05 06 07 03 04 05 06 07 03 04 05 06 07 Net Income (loss) Total Assets & ROA*2 (Billions of Yen) (Billions of Yen) 30 400 25 15.2% 300 20 15 200 10 5 100 0 0 03 04 05 06 07 03 04 05 06 07 *1 The U.S. dollar amounts included herein represent translations, using the approximate exchange rate at March 30, 2007 of ¥118.05=US$1, solely for convenience. *2 Effective from the year ended March 31, 2007, Dowa has applied “Accounting Standard for Presentation of Net Assets in the Balance Sheet.” (Accounting Standards Board of Japan, December 9, 2005, Statement No. 5) and the consolidated financial statements for the year ended March 31, 2006 have been reclassified to reflect this Accounting Standard. *3 ROA is Ordinary Income divided by average of Total Assets. 1 Annual Report 200707 DOWA Dowa HOLDINGS Holdings Co.,CO., Ltd. LTD. Message from the Management MASAKI KOHNO President and Representative Director 2 Dowa Holdings Co., Ltd. Annual Report 2007 In the fiscal year ended March 31, 2007, the Dowa Group shifted to a come of ¥49.7 billion, up ¥16.5 billion, and net income of ¥26.3 billion, holding company system to build a solid business foundation that is not up ¥11.8 billion. Operating income, ordinary income, and net income all easily influenced by market prices for metals. In addition to reorganizing reached record highs. our existing core businesses into five operating companies, we also In the reform of our asset structure, we strove to promote business launched a new medium-term management plan called Business Structure selection and concentration, industry alliances, through cost reductions Reform Plan III, which aims to generate results by the end of March 2009. at manufacturing sites, and enhanced productivity. These measures to The plan’s slogan is “Jump up to the New Stage”: Achieve Higher Reform maximize use of assets allowed ROA to rise to 15.2% from 11.8% in the Objectives and Embrace the Challenge of Uncharted Territory. During the previous fiscal year. three years of this plan, we will promote a variety of measures. For ex- ample, we plan to aggressively invest ¥80 billion in the construction of Become the No.1 in new plants and M&As, spend ¥15 billion on research and development in the Five Core Businesses high-value-added fields, as well as reforming our earnings structure and It gives us great pleasure to be able to report these achievements to our restructuring our assets. shareholders. At the same time, we believe they prove that the business restructuring undertaken by the Group as a whole has produced strong Overview of March 2007 Fiscal Year results. We will seize this opportunity to carry out even greater mea- In the fiscal year ended March 31, 2007, our operating environment was sures this fiscal year in order to solidify our operations in the domestic favorable. As in the previous fiscal year, a steep rise in metal prices con- market and jump up to the new stage. We will promote plans for a shift tinued to have a favorable impact, with the price of copper reaching an in operations at Kosaka Smelting & Refining Co., Ltd., expansion work at annual average of 316 cents per pound. In addition, Dowa benefited from the environmental management company Eco-System Chiba Co., Ltd., increased demand from a robust automobile industry and IT-related in- mergers and acquisitions in rolled copper operations from Yamaha Cor- dustries. We are also steadily achieving the medium-term management poration, the joint venture with Tokuyama Corporation, the start-up of plan targets, with all business divisions proceeding smoothly with the the nitride semiconductor plant, the construction of a new heat treat- earnings structure reforms called for by the plan. ment plant in the Kanto region, and the establishment of new compa- As a result, in the fiscal year ended March 31, 2007, we reported nies in Thailand engaging in rolled copper operations and heat treatment consolidated net sales of ¥458.7 billion, a year-on-year increase of ¥142.3 operations. Through these endeavors, we aim to ensure that each oper- billion, operating income of ¥48.7 billion, up ¥11.8 billion, ordinary in- ating company becomes the number one player in its respective market. Medium-term Management Plan (Fiscal years ending March 2007 through March 2009): Business Structure Reform Plan III Slogan ■ Maximize collective strengths by drawing on “centrifugal” (autonomy “Jump up to the New Stage”: Achieve Higher Reform