MAKITA CORPORATION
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the month of June, 2004

MAKITA CORPORATION

(Translation of registrant’s name into English)

3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture, Japan
(Address of principal executive offices)

[ Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: ]

     
Form 20-F [X]
  Form 40-F [   ]

[ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. ]

     
Yes [   ]
  No [X]



 


TABLE OF CONTENTS

SIGNATURES
Notice of the 92nd Annual General Meeting of Shareholders
BUSINESS REPORT
BALANCE SHEET (As of March 31, 2004)
STATEMENT OF INCOME (From April 1, 2003, to March 31, 2004)
PROPOSAL OF APPROPRIATION OF RETAINED EARNINGS
Information relating to exercise of voting rights
CONSOLIDATED BALANCE SHEET (As of March 31, 2004)
CONSOLIDATED STATEMENT OF INCOME (From April 1, 2003, to March 31, 2004)


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

         
  MAKITA CORPORATION

(Registrant)
 
 
Date: June 8, 2004 By:   /s/ Masahiko Goto    
 
(Signature)
 
 

Masahiko Goto
President 
 

 


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(English Translation of the Notice of the 92nd Annual General Meeting of Shareholders Originally Issued in Japanese Language)

MAKITA CORPORATION

June 7, 2004

TO THE SHAREHOLDERS OF
MAKITA CORPORATION

Notice of the 92nd Annual General Meeting of Shareholders

You are respectfully requested to attend the 92nd Annual General Meeting of Shareholders of MAKITA CORPORATION, which is hereby announced.

If you do not expect to attend the meeting, you may exercise your voting rights through the enclosed voting form. Please review the accompanying information and send the enclosed voting form to us by return mail after indicating your vote for or against the proposition and affixing your seal. If you are attending the meeting in person, please present the enclosed voting form to the receptionist at the meeting.

         
  Masahiko Goto
President
MAKITA CORPORATION
3-11-8, Sumiyoshi-cho, Anjo,
Aichi Prefecture, 446-8502, Japan
 
 
     
     
     
 
     
1.  DATE:
  10 a.m., Tuesday, June 29, 2004
     
2.  PLACE:
  Head Office of MAKITA CORPORATION
3-11-8, Sumiyoshi-cho, Anjo,
Aichi Prefecture, 446-8502, Japan

3.  AGENDA:

    Items to be reported:
 
    Balance Sheet as of March 31, 2004, Statement of Income and Business Report for the 92nd fiscal year
(from April 1, 2003, to March 31, 2004)
 
    Items to be resolved:
 
    No.  1.  Approval of the Proposed Appropriation of Retained Earnings for the 92nd fiscal year
No.  2.  Partial amendment to the Articles of Incorporation

             The proposal is detailed in “Information relating to exercise of voting rights” on page 17.
No.  3.  Election of three Statutory Auditors

No.  4.  Payment of Retirement Benefit to Retiring Statutory Auditors

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BUSINESS REPORT
(From April 1, 2003, to March 31, 2004)

1.   The Business Environment

  (1)   Business Results
 
           Regarding economic trends overseas during the period under review, U.S. economic conditions remained robust, as personal consumption was firm owing to such factors as tax reductions. In Europe, the U.K. economy continued to be strong, and signs of bottoming out in were seen in such countries as Germany and France during the latter half of the year. Asian economies realized a full-scale trend of economic recovery supported by the economic growth of China as well as external demand.
 
           Conditions in the Japanese economy showed a trend of gradual recovery owing to such factors as a recovery in corporate performance amid strong exports and capital investment.
 
           Against this backdrop, Makita worked to increase its profitability by proceeding further with the shift of manufacturing operations to China, as well as by establishing sales and service subsidiaries in Russia and Eastern European countries characterized by rapid economic growth and taking other measures in line with its sound and proactive global business strategy.
 
           In the United States, Makita focused especially on strengthening its marketing capabilities in the professional-use market. The Company also continued to take steps to improve profitability, including reducing inventories and reorganizing its logistics centers to reduce distribution costs.
 
           Nonconsolidated net sales amounted to 88,335 million yen, up 2.6% from the previous fiscal year. Net sales in Japan increased 1.8%, to 38,429 million yen, strong sales of new products, especially impact drivers and products related to home remodeling. Export sales rose 3.1%, to 49,906 million yen, as a result of sales increases in Asia and Europe. Thus, export sales accounted for 56.5% of total net sales.
 
           With respect to profitability, cost cutting measures and other factors reduced the cost of sales, supporting a 25.1% surge in ordinary profit, to 9,444 million yen. The Company recorded a loss on the revaluation of shares in a golf course subsidiary, but this was more than offset by such factors as a gain on the sale of the parent company’s No. 3 factory and a large drop in losses on the revaluation of investment securities. As a result, net income surged by 3.8 times, to 5,668 million yen.
 
           To implement a flexible capital policy, a resolution was approved at the Company’s 91st Annual General Meeting of Shareholders held on June 27, 2003, allowing Makita to purchase up to a maximum of 5 million of its outstanding shares from the market at a maximum purchase price of 5 billion yen. Under these arrangements, Makita purchased 2,002 thousand shares of its own stock for a total of 2,142 million yen during the fiscal year.

  (2)   Future Tasks
 
           Although a global trend of economic recovery is anticipated, considerable uncertainties remain in the corporate operating environment, including factors related to tensions in the Middle East.
 
           Duly noting these circumstances, Makita is striving to accelerate its product development programs so that it can respond to market needs more quickly. At the same time, Makita is endeavoring to expand its marketing routes, further reduce costs, and take other measures needed to ensure that it will realize its goal of being a truly “Strong Company.” The Company believes it can attain this goal by relentlessly working to take or sustain the top shares of professional-use power tool markets throughout the world.
 
           In closing, we would like to thank you for your ongoing support and ask for your continued backing.

  (3)   Investment in Plant and Equipment
 
           During the fiscal year, the Company allocated 1,942 million yen for its capital expenditures. These funds were used primarily for the acquisition of dies for new products and the construction of the new sales office building in Kanazawa.

  (4)   Capital Procurement
 
           During the fiscal year, the Company did not procure capital by issuing new shares or bonds. Funds required during the year were appropriated from internal reserves.

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  (5)   Summary of Business Results and State of Assets
                                 
    89th Fiscal Year   90th Fiscal Year   91st Fiscal Year   92nd Fiscal Year
    (ended March 31,   (ended March 31,   (ended March 31,   (ended March 31,
Description
  2001)
  2002)
  2003)
  2004)
Net sales (in millions of yen)
    97,177       89,424       86,132       88,335  
Ordinary profit (in millions of yen)
    11,429       9,494       7,551       9,444  
Net income (in millions of yen)
    4,000       2,100       1,494       5,668  
Earnings per share (in yen)
    25.54       13.84       9.76       38.79  
Total assets (in millions of yen)
    226,571       221,966       217,976       228,504  
Shareholders’ equity (in millions of yen)
    194,292       189,997       185,222       192,356  

             
Notes:     1.     Earnings per share is computed based on the average number of common stock outstanding during the fiscal year. From the 90th fiscal year, treasury stocks were excluded from the denominator.
 
      2.     Effective April 1, 2002, the Company adopted the new accounting standard for earnings per share and related guidance (Accounting Standards Board Statement No.2, “Accounting Standard for Earnings Per Share” and Financial Standards Implementation Guidance No.4, “Implementation Guidance for Accounting Standard for Earnings Per Share”).
 
      3.     As a result of the reform of Commercial Code enforcement regulations, for the fiscal year under review, amounts of less than 1 million yen have been rounded. In previous fiscal years, amounts of less than 1 million yen had been eliminated.

The 89th fiscal year:

     Net sales rose 1.8%, to 97,177 million yen, owing to the domestic sales growth that followed the vigorous introduction of new products as well as an increase in export sales to Asian countries. Despite an improvement in profitability, thanks to a rise in export prices, net income only went up 2.4%, to 4,000 million yen, because of the adoption of a newly introduced accounting standard of pension liabilities.

The 90th fiscal year:

     Net sales amounted to 89,424 million yen, down 8.0% from the previous fiscal year, owing to such factors as a shift of manufacturing operations to a China-based subsidiary and moves taken by Japanese retailers to reduce inventory levels that had risen amid the protracted recession. Just as in the previous year, the Company recorded an amortization of the pension liabilities (net of the fair market value of plan assets) that existed at the beginning of the period during which the new accounting standard was implemented, and it also recorded unrealized losses on investment securities. These and other factors depressed net income 47.5%, to 2,100 million yen.

The 91st fiscal year:

     Net sales amounted to 86,132 million yen, down 3.7% from the previous fiscal year, because of stagnation in power tool demand in Japan, decrease in export sales as a shift of manufacturing operations to a China-based subsidiary, and other factors. The Company recorded an amortization of the pension liabilities (net of the fair market value of plan assets) that existed at the beginning of the period during which the new accounting standard was implemented, and it also recorded unrealized losses on investment securities. These and other factors depressed net income 28.8%, to 1,494 million yen.

The 92nd fiscal year:

     A review of the period is provided in (1) Business Results.

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2.   Profile of the Company (as of March 31, 2004)

  (1) Major Operations
 
        The Company is primarily involved in the production and sales of electric power tools such as planers, drills, cordless drills, circular saws and hammers, stationary woodworking machines such as planer-jointers and table saws, air tools such as air nailers and tackers, garden tools such as hedge trimmers, and household tools such as cordless cleaners.

  (2) Principal Sales Offices and Plant
                                 
Sales Offices   Tokyo   Yokohama   Chiba   Saitama
    Utsunomiya   Sapporo   Sendai   Niigata
    Nagoya   Gifu   Shizuoka   Kanazawa
    Osaka   Kyoto   Hyogo   Hiroshima
    Takamatsu   Fukuoka   Kumamoto    

Plant
  Okazaki

  (3) Shareholding Status
     
1. Total number of shares authorized to be issued by the Company:
  287,000,000 shares
2. Total number of shares outstanding:
  148,006,992 shares
Note: The total number of shares authorized to be issued by the Company and shares outstanding have been reduced by 5 million compared to the previous fiscal year end owing to the retirement of treasury stock.
   
3. Number of shareholders:
  11,131
4. Major shareholders are as follows:
   
                                 
                    The Company’s Investment in
Name of Shareholder
  Number of Shares Held
  Major Shareholders
    Units   Voting ratio   Units   Voting ratio
    (thousands)
  (%)
  (thousands)
  (%)
Northern Trust Company (AVFC) Sub-account American Client
    10,138       7.14              
Japan Trustee Services Bank, Ltd. (Trust account)
    8,175       5.76              
The Master Trust Bank of Japan, Ltd. (Trust account)
    6,354       4.47              
The UFJ Bank, Limited
    6,200       4.37              
The Chase Manhattan Bank, N.A. London
    4,841       3.41              
The Bank of New York, Treaty Jasdec Account
    4,649       3.27              
Makita Cooperation Companies’ Investment Association
    3,834       2.70              

           
Notes:   1.     The Company holds 3,212 shares of common stock of UFJ Holdings, Inc. (voting ratio: 0.06%), a parent company of The UFJ Bank, Limited.
           
    2.     In addition to the above, the Company owns 4,113 thousand shares of treasury stock without voting rights.

  (4) Acquisition, disposition, and holding of treasury stock

  1. Acquisition
       
  Common stock:   2,082,540 shares
  Aggregate acquisition price:   2,227 million yen

  2. Disposition
       
  Common stock:   7,855 shares
  Aggregate acquisition price:   6 million yen

  3. Retirement
       
  Common stock:   5,000,000 shares

  4. Shares held at the end of the fiscal year
       
  Common stock:   4,113,801 shares

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  (5) Convertible bonds
 
        1.5% unsecured convertible bonds, payable in yen, due 2005
           
  Shares issued upon conversion:   Common stock
  Balance at end of year:   12,994 million yen
  Conversion price:   2,259.90 yen per share

  (6) Employees
                         
Number of Employees
  Increase/Decrease
  Average Age
  Average Years of Service
2,908   38 (Decrease)     40.5       19.8  

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  (7) Makita Group (Status of Corporate Affiliation)

  1. Significant Subsidiaries
                         
    Capital   Voting ratio    
Company Name
  (thousands)
  by the Company
  Principal Business
Makita U.S.A. Inc.
  U.S.$     161,400       100.0 %   Sales of electric power tools
Makita Corporation of America
  U.S.$     73,600       100.0 *   Manufacture of electric power tools
Makita Canada Inc.
  C$     16,000       100.0     Manufacture and sales of electric power tools
Makita International Europe Ltd.
  £     106,217       100.0     Coordination of our overall operations in Europe
Makita (U.K.) Ltd.
  £     21,700       100.0 *   Sales of electric power tools
Makita Manufacturing Europe Ltd.
  £     37,600       100.0 *   Manufacture of electric power tools
Makita France S.A.
  Euro     4,057       55.0 *   Sales of electric power tools
Makita Benelux B.V. (The Netherlands)
  Euro     2,178       100.0 *   Sales of electric power tools
Euro Makita Corporation B.V. (The Netherlands)
  Euro     227       100.0     Financing subsidiaries in
Europe
S.A. Makita N.V. (Belgium)
  Euro     1,777       100.0 *   Sales of electric power tools
Makita S.p.A. (Italy)
  Euro     6,000       100.0 *   Sales of electric power tools
Makita Werkzeug GmbH (Germany)
  Euro     7,669       100.0 *   Sales of electric power tools
Dolmar GmbH (Germany)
  Euro     13,805       100.0 *   Manufacture and sales of garden tools
Makita Werkzeug Gesellschaft m.b.H. (Austria)
  Euro     12,173       100.0 *   Sales of electric power tools
Makita S.A. (Spain)
  Euro     3,606       100.0 *   Sales of electric power tools
Makita Oy (Finland)
  Euro     100       100.0 *   Sales of electric power tools
Makita (Taiwan) Ltd.
  NT$     107,500       100.0     Sales of electric power tools
Makita Power Tools (HK) Ltd.
  HK$     81,600       100.0     Sales of electric power tools
Makita (China) Co., Ltd.
  U.S.$     56,000       100.0     Manufacture and sales of electric power tools
Makita (Kunshan) Co., Ltd.
  U.S.$     12,500       100.0     Manufacture of electric power tools
Makita (Australia) Pty. Ltd.
  A$     13,000       100.0     Sales of electric power tools
Makita Mexico, S.A. de C.V.
  Mex$     50,677       100.0     Sales of electric power tools
Makita do Brasil Ferramentas Eletricas Ltda.
  R$     41,011       99.9     Manufacture and sales of electric power tools
Makita Gulf FZE
  UD     22,391       100.0     Sales of electric power tools
Joyama Kaihatsu Ltd.
  Yen     1,370,000       100.0     Operation of a golf course
Makita Ichinomiya Corporation
  Yen     2,230,000       100.0     Manufacture of woodworking machines

*Voting ratios include voting rights possessed through subsidiaries.

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     2.  Developments of Makita Group

     Aiming to strengthen its marketing and service systems in Europe, the Company established several new companies—including Makita Farramentas, Sociedad Unipersonal, Lda. (Portugal) on June 30, 2003; Makita LLC (Russia) on October 3, 2003; and Makita Servis Centrum. S.R.O. (Slovakia) on March 24, 2004—that are accounted for as consolidated subsidiaries from the fiscal year under review.

     3.  Makita Group Results

     On a consolidated basis (Makita Corporation and 42 consolidated subsidiaries), net sales increased 4.8% from the previous fiscal year, to 184,117 million yen, as a result of sales increases in all regions except North America and Central/South America.

     Despite the recording of a loss at approximately 6 billion yen on the impairment on the assets of a golf course subsidiary, profitability was positively affected by such developments as an improvement in the cost-of-sales ratio, owing to such factors as a rise in the share of manufacturing operations carried out in China and the appreciation of the euro, and a large improvement among such nonoperating profit and loss items as those associated with securities assets and exchange losses on foreign currency transactions. As a result, income before income taxes surged 74.0%, to 16,170 million yen. However, increase in net income was restrained to 14.4%, which is primarily due to the 100 per cent valuation allowance provided on the deferred income tax asset on the impairment loss noted above. As a result, net income amounted to 7,691 million yen.

(8)   Directors and Statutory Auditors
                 
Title
  Name
  Position or Principal Occupation
President*
  Masahiko Goto        
Managing Director
  Masami Tsuruta   General Manager of Domestic Sales Marketing Headquarters
Director
  Yasuhiko Kanzaki   General Manager of International Sales Headquarters: Europe Area
Director
  Kenichiro Nakai   General Manager of Administration Headquarters
Director
  Tadayoshi Torii   General Manager of Production Headquarters
Director
  Tomoyasu Kato   General Manager of Development and Engineering Headquarters
Director
  Kazuya Nakamura   General Manager of International Sales Headquarters:
 
          Asia and Oceania Area
Director
  Masahiro Yamaguchi   General Manager of Purchasing Headquarters
Director
  Shiro Hori   General Manager of International Sales Headquarters:
 
          America Area and International Administration
Director
  Tadashi Asanuma   Assistant General Manager of Domestic Sales Marketing
 
          Headquarters
Director
  Hisayoshi Niwa   General Manager of Quality Control Headquarters
Director
  Zenji Mashiko   Assistant General Manager of Domestic Sales Marketing
 
          Headquarters
Standing Statutory Auditor
  Ryota Ichikawa        
Standing Statutory Auditor
  Kenichi Ikeda        
Statutory Auditor
  Keiichi Usui        
Statutory Auditor
  Shoichi Hase   Patent Attorney

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Notes:   1.   The asterisk denotes Representative Director.
 

2.

  Changes of Directors during the fiscal year

 

(1)

   At the 91st General Shareholders’ Meeting held on June 27, 2003, the following Directors were retired from their respective offices.
           
 
Managing Director
 

Yoshiyuki Toma

 
Director
 

Katsuya Inagaki

 
Director
 

Atsushi Sugiura

 
Director
 

Kazuyuki Miyamoto

 

(2)

   At the 91st General Shareholders’ Meeting held on June 27, 2003, the following Directors newly elected and each of them assumed their respective offices.
           
 
Director
 

Masahiro Yamaguchi

 
Director
 

Shiro Hori

 
Director
 

Tadashi Asanuma

 
Director
 

Hisayoshi Niwa

 
Director
 

Zenji Mashiko

 

(3)

   On June 27, 2003, the following change of Director’s title was made. Title in parenthesis is the former title.
           
 
Managing Director (Director)
 

Masami Tsuruta

 

(4)

   On June 27, 2003, the following changes of Directors’ position were made. Positions in parenthesis are the former positions.
                 
 
Director
 

Yasuhiko Kanzaki

 

General Manager of International Sales Headquarters: Europe Area

 
 
         

(Assistant General Manager of International Sales Headquarters 1)

 
Director
 

Tadayoshi Torii

 

General Manager of Production Headquarters

 
 
         

(General Manager of Quality Control Headquarters)

 
Director
 

Kazuya Nakamura

 

General Manager of International Sales Headquarters:

 
 
         

Asia and Oceania Area

 
 
         

(General Manager of International Sales Headquarters 2)

3.

  Keiichi Usui and Shoichi Hase are outside statutory auditors as provided in Paragraph 1 of Article 18 of the “Law Concerning Exceptional Measures to the Commercial Code with Respect to Auditing, etc., of Joint Stock Corporations.”

     3. Subsequent Events

     Accompanying the implementation of the Defined-Benefit Corporate Pension Plan Law, the Company received permission on April 1, 2004 from the Minster of Health, Labour and Welfare to return to the government the substitutional portion of its welfare pension fund corresponding to the past service period.

     Accompanying this, the Company on the day permission was received recognized a reduction in its retirement benefit obligations associated with the substitutional portion. Consequently, the Company expects to record 6,331 million yen in extraordinary income during the current fiscal year.

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BALANCE SHEET
(As of March 31, 2004)

         
    (Millions of Yen)
(Assets)
       
Current assets
    88,854  
Cash and time deposits
    2,674  
Trade notes receivable
    91  
Trade accounts receivable
    16,142  
Marketable securities
    51,123  
Finished goods & merchandise
    7,111  
Work-in-process
    970  
Raw materials and supplies
    1,058  
Short-term loans receivable
    7,292  
Deferred tax assets
    2,210  
Other current assets
    341  
Allowance for doubtful accounts
    (158 )
 
   
 
 
Fixed assets
    139,650  
Tangible fixed assets
    32,211  
Buildings
    12,299  
Structures
    566  
Machinery and equipment
    3,445  
Vehicles and transportation equipment
    57  
Tools, furniture and fixtures
    2,243  
Land
    13,507  
Construction in progress
    94  
Intangible fixed assets
    326  
Right of facility use
    41  
Software
    247  
Other intangible fixed assets
    38  
Investment and other assets
    107,113  
Investment securities
    31,970  
Investment in subsidiaries
    69,378  
Long-term loans receivable
    311  
Long-term time deposits
    2,000  
Lease deposits
    395  
Deferred tax assets
    2,768  
Other investments
    398  
Allowance for doubtful accounts
    (107 )
 
   
 
 
Total assets
    228,504  
 
   
 
 
(Liabilities)
       
Current liabilities
    26,696  
Trade notes payable
    350  
Trade accounts payable
    4,275  
Convertible bonds payable due within a year
    12,994  
Other accounts payable
    1,465  
Corporate and inhabitant income taxes payable
    3,370  
Accrued expenses
    3,775  
Other current liabilities
    467  
Long-term liabilities
    9,452  
Retirement and termination allowances
    9,083  
Estimated retirement allowances for directors and statutory auditors
    369  
 
   
 
 
Total liabilities
    36,148  
 
   
 
 
(Shareholders’ equity)
       
Common stock
    24,204  
Additional paid-in capital
    47,525  
Additional paid-in capital
    47,523  
Other additional paid-in capital
    2  
Gains on sales of treasury stock
    2  
Retained earnings
    117,465  
Legal reserve
    5,669  
Voluntary reserve
    87,250  
Reserve for dividend
    750  
Reserve for technical research
    1,500  
General reserves
    85,000  
Unappropriated retained earnings
    24,546  
Net unrealized holding gains on available-for-sale securities
    6,478  
Treasury stock
    (3,316 )
 
   
 
 
Total shareholders’ equity
    192,356  
 
   
 
 
Total liabilities and shareholders’ equity
    228,504  
 
   
 
 

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STATEMENT OF INCOME
(From April 1, 2003, to March 31, 2004)

                 
    (Millions of Yen)
(Ordinary profit and loss)
               
Operating profit and loss
               
Operating revenue
               
Net sales
            88,335  
Operating expenses
               
Cost of goods sold
    58,262          
Selling, general and administrative expenses
    21,888       80,150  
 
   
 
     
 
 
Operating profit
            8,185  
 
           
 
 
Non-operating profit and loss
               
Non-operating income
               
Interest and dividend income
    1,191          
Other non-operating income
    694       1,885  
 
   
 
         
Non-operating expenses
               
Interest expenses on convertible bonds
    195          
Foreign exchange losses
    328          
Other non-operating expenses
    103       626  
 
   
 
     
 
 
Ordinary profit
            9,444  
 
           
 
 
(Special profit and loss)
               
Special profit
               
Gains on the sale of fixed assets
    3,122          
Gains on the sale of investment securities
    393          
Reversal of allowance for doubtful accounts
    28       3,543  
 
   
 
         
Special loss
               
Losses on sales and disposal of properties
    1,612          
Unrealized losses on investment securities
    269          
Unrealized losses on investment in subsidiary
    2,500          
Unrealized losses on golf course membership
    8       4,389  
 
   
 
     
 
 
Income before income taxes
            8,598  
Tax provision, current
            5,163  
Tax provision, deferred
            (2,233 )
 
           
 
 
Net income
            5,668  
Unappropriated retained earnings carried forward from previous fiscal year
            24,188  
Interim cash dividends paid
            1,295  
Retirement of treasury stock
            4,015  
 
           
 
 
Unappropriated retained earnings as of March 31, 2004
            24,546  
 
           
 
 

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Significant accounting policies

         
1. Valuation of securities    
    Held-to-maturity securities:   Amortized cost (Straight-line method)
    Investment in subsidiaries:   At moving-average cost
    Available-for-sale securities    
   
Those having fair market value:
  Fair market value as of fiscal year-end
       
All valuation allowances are credited to shareholders’ equity.
       
The cost of securities sold is based on the moving-average method.
   
Those having no fair market value:
  At moving-average cost
         
2. Valuation of monetary fund trust for trading purposes:   Fair market value as of fiscal year-end
         
3. Valuation of net assets and liabilities accrued from derivative transactions except forward exchange contracts and currency swap agreements:   Fair market value as of fiscal year-end
         
4. Valuation of inventories    
    Finished goods, merchandise, work in process, and raw materials:   At the lower of average cost or market
    Supplies:   At the lower of latest purchase cost or market
         
5. Depreciation method of fixed assets    
    Tangible fixed assets:   Declining-balance method
       
However, buildings acquired after March 31, 1998, (excluding fixtures) are depreciated on the straight-line method.
       
Estimated life:
       
Buildings and structures: 38 to 50 years
       
Machinery and equipment: 10 years
    Intangible fixed assets:   Straight-line method
       
However, software for internal use is depreciated on the straight-line method over its estimated useful life (five years)
         
6. Allowances    
    Allowance for doubtful accounts:   The allowance for doubtful accounts is reserved based on the historical write-off ratio for accounts receivable. For accounts receivable that are difficult to collect, individually estimated write-off amounts are reserved.
    Retirement and termination allowances:   To be prepared for employee retirement, pension costs during the year are reserved based on projected benefit obligations and plan assets. Past service liabilities are amortized by the straight-line method over the average remaining employment period.
Actuarial differences are amortized starting immediately after the year of accruement by the straight-line method over the average remaining employment period.
    Estimated retirement allowances for directors and statutory auditors:   The estimated retirement allowances for directors and statutory auditors are fully accrued based on the Company's unfunded retirement benefit plan in order to prepare for the payments of retirement allowances. This allowance conforms to the reserve provided by Article 43 of Commercial Code Enforcement Regulation.

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7.   Accounting for lease transactions
 
    Finance lease transactions other than for changes in ownership of finance leases are accounted for as rental transactions.
 
8.   Accounting for hedging activities
         
    Method:   Accounts receivable denominated in foreign currency are reevaluated by matching them to forward exchange contracts.
         
    Hedge instruments and hedge objects    
         
   
Hedge instruments:
  Derivative transactions
        (Forward exchange contracts and currency swap agreements)
   
Hedge objects:
  Accounts receivable and loans receivable denominated in foreign currencies
         
    Hedging policy:   Based on our internal regulations, in order to avoid the potential risk of future currency fluctuations, hedging activities are conducted within a limit that does not exceed the actual and reasonably expected transactions. The Company does not engage in derivative activity for speculation purpose. The due dates of hedge instruments are arranged to match those of hedge objects.
         
    Method in evaluating
hedge effectiveness:
  If conditions regarding hedge instruments and hedge objects are the same, judgments on the effectiveness of hedging activities are omitted.

9.   Consumption tax is accounted for by allocation separately from related sales and purchase accounts.
 
10.   From the fiscal year under review, the Company has prepared its reporting statements in accordance with the ministerial ordinance regarding the partial revision of Commercial Code enforcement regulations (February 28, 2003, Ministry of Justice Directive No. 7 and September 22, 2003, Ministry of Justice Directive No. 68).

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(Notes of Balance Sheet)

             
1.
Short-term receivables due from subsidiaries:   15,634   million yen
2.
Long-term receivables due from subsidiaries:   308   million yen
3.
Short-term payables due to subsidiaries:   1,259   million yen
4.
Accumulated depreciation on tangible fixed assets:   60,649   million yen
5.
Guarantee (contingent liabilities), etc.        
      Guarantee (contingent liabilities)   6,480   million yen
      Guarantee (promise to guarantee)   6,000   million yen
6.
Notes receivable discounted:   572   million yen

7.   In addition to fixed assets on the balance sheet, the Company held leased marketing office facilities, computers and related equipment, and automobiles for deliveries, etc., which are not capitalized.
 
8.   The net unrealized holding gain on available-for-sale securities within the meaning of Article 124 (3) of Commercial Code Enforcement Regulation amounted to 6,478 million yen.
             
9.
Number of shares outstanding and treasury stock        
        Outstanding share                                 Common stock   148,006,992   Shares
        Treasury stock                                       Common stock   4,113,801   Shares
10.
Amounts of less than 1 million yen have been rounded.        

(Notes of Statement of Income)

             
1.
Sales to subsidiaries:   38,993   million yen
2.
Purchases from subsidiaries:   6,004   million yen
3.
Non-operating transactions with subsidiaries:   1,658   million yen
4.
Earnings per share:   38.79   Yen
Earnings per share attributable to common stock was computed based on following;        
        Earnings per share in the statement of income   5,668   million yen
        The amount of net income not inhering common shareholders        
            Bonuses to directors   55   million yen
        Earnings available to common stock   5,613   million yen
        Average number of shares of common stocks outstanding   144,682,696   shares
5.
Amounts of less than 1 million yen have been rounded.        

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PROPOSAL OF APPROPRIATION OF RETAINED EARNINGS

         
    (Yen)
Item
  Amount
Unappropriated retained earnings as of March 31, 2004
    24,545,682,382  
Appropriations
       
Cash dividends, 13 yen per share (with a special dividend of 4 yen)
    1,870,611,483  
Bonuses to directors
    55,000,000  
(including for statutory auditors)
    (5,200,000 )
Reserve for deduction entries
    1,127,561,900  
Special account reserve for deduction entries
    233,103,292  
 
   
 
 
Unappropriated retained earnings to be carried forward
    21,259,405,707  
 
   
 
 

Note:   1. Interim cash dividends of 1,295,378,172 yen (9 yen per share) were paid on November 21, 2003, in addition to the above.
 
    2. Provisions for the reserve for deduction entries and special account reserve for deduction entries are made based on the provisions of the Special Taxation Measures Law.

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English Translation of the Auditor’s Report Originally Issued in Japanese Language

Independent Auditors’ Report

April 26, 2004

The Board of Directors
Makita Corporation

         
  KPMG AZSA & Co.


Norimasa Matsuoka (Seal)
        Representative Partner
        Certified Public Accountant


Tetsuzo Hamajima (Seal)
        Representative and Engagement Partner
        Certified Public Accountant


Hideki Okano (Seal)
        Engagement Partner
        Certified Public Accountant
 
 
     
     
     
 

We have audited the statutory report, that is the balance sheet, the statement of income, the business report (limited to accounting matters) and the proposal for appropriation of unappropriated retained earnings, and its supporting schedules (limited to accounting matters) of Makita Corporation (the “Company”) for the 92nd business year from April 1, 2003 to March 31, 2004 in accordance with Article 2 of “the Law for Special Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki Kaisha”. With respect to the aforementioned business report and supporting schedules, our audit was limited to those matters derived from the accounting books and records of the Company. These statutory report and supporting schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the statutory report and supporting schedules based on our audit as an independent auditor.

We conducted our audit in accordance with generally accepted auditing standards in Japan. Those auditing standards require to obtain reasonable assurance about whether the statutory report and supporting schedules are free of material misstatement. An audit is performed on a test basis, and includes assessing the accounting principles used, the method of their application and estimates made by management, as well as evaluating the overall presentation of the statutory report and supporting schedules. We believe that our audit provides a reasonable basis for our opinion. Our audit procedures also include those considered necessary for the Company’s subsidiaries.

As a result of the audit, our opinion is as follows:

(1)   The balance sheet and the statement of income present fairly the financial position and the result of operations of the Company in conformity with related laws and regulations and the Articles of Incorporation of the Company.
 
(2)   The business report (limited to accounting matters) presents fairly the status of the Company in conformity with related laws and regulations and the Articles of Incorporation of the Company.
 
(3)   The proposal for appropriation of unappropriated retained earnings has been prepared in conformity with related laws and regulations and the Articles of Incorporation of the Company.
 
(4)   With respect to the supporting schedules (limited to accounting matters) there are no items to be noted that are not in conformity with the provisions of the Commercial Code.

The subsequent event stated in the business report may have a material effect on the financial position and the result of operations of the Company in the business years subsequent to March 31, 2004.

Our firm and Engagement Partners have no interest in the Company which should be disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

Note: Due to a January 1, 2004, merger, the Company’s accounting auditor, Asahi & Co., has become KPMG AZSA & Co.

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Audit Report of Board of Statutory Auditors
(Certified Copy)

Audit Report

April 28, 2004

Mr. Masahiko Goto
President
Makita Corporation

         
  Board of Statutory Auditors
Makita Corporation


                Ryota Ichikawa (Seal)
                        Standing Statutory Auditor


                Kenichi Ikeda (Seal)
                        Standing Statutory Auditor


                Keiichi Usui (Seal)
                        Statutory Auditor


                Shoichi Hase (Seal)
                        Statutory Auditor
 
 
     
     
     
 

     The Board of Statutory Auditors, having received a report from each Statutory Auditor on the method and results of his audit on the performance of duties of Directors during the 92nd fiscal period, from April 1, 2003 to March 31, 2004, and having discussed with each other, does hereby report the results of their audit as follows:

1.   Method of Audit by Statutory Auditors:

     Each Statutory Auditor has, following the audit policy and distribution of audit responsibility among the Statutory Auditors set by the Board of Statutory Auditors, attended the meetings of the Board of Directors and other important meetings of the Company, received reports on the operation of the Company from Directors and other parties, perused important documents including those subject to executive approval, conducted examination of business conditions and assets at the head office and other major business offices and requested from the Company’s subsidiaries reports on their operation and, when deemed necessary, conducted on-site inspection on their financial position as well as their operation. Each Statutory Auditor has also received from accounting auditors reports concerning accounting audit and their opinions and conducted examination of accounting documents and the supplemental schedules.

     With respect to the Director’s engagement in competing transactions, transactions involving conflict of interest between the Company and a Director, the provision by the Company of a benefit without compensation, unusual transactions between the Company and its subsidiary or shareholder and acquisition and disposition by the Company of its own shares, each Statutory Auditor has, in addition to the audit procedures described above, requested reports from Directors and other parties and conducted investigation and examination of conditions of such transactions when deemed necessary.

2.   Result of Audit:

In the opinion of the Board of Statutory Auditors:

  (1)   The method of audit employed by KPMG AZSA & Co. and the result thereof are proper and fair;
 
  (2)   The contents of the business report present fairly the position of the Company pursuant to laws and regulations and the Articles of Incorporation;
 
  (3)   The proposed allocation of profit contains nothing particular to be commented on in the light of the condition of assets of the Company and other circumstances;
 
  (4)   The supplemental schedules present fairly the matters to be described therein and contain nothing to be commented on;
 
  (5)   With respect to the execution of Directors’ duties, no unfair conduct nor any material breach of laws and regulations or the Articles of Incorporation has been found, and with respect to the Director’s engaging in competing transactions, transactions involving a conflict of interest between the Company and a Director, providing by the Company of a benefit without compensation, unusual transactions between the Company and its subsidiary or shareholder and acquisition and disposition by the Company of its own shares, no violation of duties by any Director has been found; and
 
  (6)   With respect to the Directors’ duties on subsidiaries, nothing came to our attention that should be commented upon.
     
Note:
  Keiichi Usui and Shoichi Hase are outside statutory auditors as provided in Paragraph 1 of Article 18 of the “Law Concerning Exceptional Measures to the Commercial Code with Respect to Auditing, etc. of Joint Stock Corporations.”

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Information relating to exercise of voting rights

1.   Total number of voting rights: 142,015 units
 
2.   Propositions and explanatory information

Agenda Item No. 1:   Approval of the Proposed Appropriation of Retained Earnings for the 92nd fiscal year

     If approved by shareholders, the appropriation of retained earnings will be carried forward as designated on page 14 in order to build up the Company’s strength in every aspect given the unpredictability of the future business environment.

     The Company previously had a fundamental policy of maintaining stable dividend levels but has now adopted an approach to determining dividends based on consideration of a comprehensive range of factors including performance and dividend payout ratios. Accordingly in addition to an ordinary cash dividend of 9 yen per share, it is proposed that a special dividend of 4 yen per share be disbursed, for a total of 13 yen per share (Including the interim dividend of 9 yen per share, total dividends applicable to the year amounted to 22 yen per share).

Agenda Item No. 2:   Partial amendment to the Articles of Incorporation

1.   Reasons for the amendments:
 
    It is hereby proposed that, as a result of the retirement of five million (5,000,000) shares of the Company during the fiscal year ended March 31, 2004 pursuant to Article 212 of the Commercial Code, the total number of shares authorized to be issued by the Company provided for in Article 5 of the Articles of Incorporation be reduced by the same number of shares as such shares so retired.
 
    As a result of the enforcement of the “Law Amending the Commercial Code and the Law Concerning Special Measures to the Commercial Code with Respect to Auditing, etc. of Joint Stock Corporations” (Law No. 132 of 2003), the Company has become able to purchase its own shares by a resolution of its Board of Directors if so authorized by the Articles of Incorporation. Accordingly, it is hereby proposed that, in order to enable the Company to pursue its flexible capital policies responding to changing business environment, the new Article 6 (Acquisition of treasury stock) be established and the Articles thereafter of the present Articles of Incorporation be renumbered downward for one.
 
2.   Details of the amendments:
 
    The details of the amendments are as follows:

(Changes are underlined.)

     
Present Articles
  Proposed Amendments
Article 5.         (Total number of shares)
  Article 5.         (Total number of shares)
 
The total number of shares authorized to be issued by the Company shall be two hundred and ninety two million (292,000,000); provided, however, that if shares are retired, the total number of shares shall be reduced by the number of shares so retired.
 
The total number of shares authorized to be issued by the Company shall be two hundred and eighty seven million (287,000,000); provided, however, that if shares are retired, the total number of shares shall be reduced by the number of shares so retired.
 
(Newly established)
  Article 6.         (Acquisition of treasury stock)
 
 
The Company may, by a resolution of the Board of Directors, purchase shares of the Company pursuant to Article 211-3, Paragraph 1, Item 2 of the Commercial Code.
 
Article 6.
  Article 7.
 
through             (Omitted)
  through            (Same as at present)
 
Article 36.
  Article 37.

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Agenda Item No.3:   Election of three Statutory Auditors

     The term of office of three Statutory Auditors presently in office, Messrs. Ryota Ichikawa, Kenichi Ikeda and Shoichi Hase, will have expired at the end of this General Shareholders’ Meeting. You are kindly requested to elect three Statutory Auditors.

     The candidates are as follows:

     Introduction of this agenda item obtains the consent of the Board of Statutory Auditors.

                         
                    Number of the
        Name           Company’s
Number
  (Date of birth)
  Brief personal background
  shares held
  1     Akio Kondo
(February 3, 1946)
 
March 1969:
April 1971:
April 1991:
 
Joined the Company
Transferred to Makita U.S.A. Inc.
Assistant General Manager of Accounting & Finance Department of this Company
    6,080  
       
October 1995 up
to the present:
 
General Manager of Accounting & Finance Department
     
 
  2     Hiromichi Murase
(April 5, 1946)
 
March 1969:
April 1994:
 
Joined the Company
Assistant General Manager of General Affairs Department
    4,450  
       
June 1998 up
to the present:
 
General Manager of General Affairs Department
     
 
  3     Shoichi Hase
(March 30, 1934)
 
April 1961:
April 1967:
April 1988:
 
Registered as Patent Attorney
Established Hase Patent Attorney Office
Vice Chairman of Association of Japanese Patent Attorney
    15,000  
       
June 2001 up
to the present:
 
Statutory Auditor of this Company
     

Notes:

1.   Mr. Shoichi Hase is a candidate for the outside statutory auditor provided in Paragraph 1 of Article 18 of the “Law Concerning Exceptional Measures to the Commercial Code with Respect to Auditing, etc. of Joint Stock Corporations.”
 
2.   There is no special interest between the above candidate and the Company.

Agenda Item No.4:   Payment of Retirement Benefit to Retiring Statutory Auditors

     In order to reward Messrs. Ryota Ichikawa and Kenichi Ikeda, both Statutory Auditors retiring from their respective offices for meritorious services while in office, it is proposed to pay them retirement benefits according to the standards prescribed by the Company.

     The definite amount, time of payment, method of payment be entrusted to the discussion of Statutory Auditors.

     Brief personal background of retiring statutory auditors are as follows:

         
Name
  Brief personal background
Ryota Ichikawa  
June 2001 up to the present: Standing Statutory Auditor
 
Kenichi Ikeda  
June 1998 up to the present: Standing Statutory Auditor

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(Reference)

Consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.

CONSOLIDATED BALANCE SHEET
(As of March 31, 2004)

         
(Assets)   (Millions of Yen)
 
Current assets
    194,445  
Cash and cash equivalents
    24,576  
Time deposits
    4,050  
Marketable securities
    63,990  
Trade receivables-
       
Notes
    2,254  
Accounts
    34,787  
Less- Allowance for doubtful receivables
    (1,346 )
Inventories
    54,326  
Deferred income taxes
    3,691  
Prepaid expenses and other current assets
    8,117  
 
   
 
 
Property, plant and equipment, at cost
    52,965  
Land
    18,326  
Buildings and improvement
    50,648  
Machinery and equipment
    73,000  
Construction in progress
    222  
Less- Accumulated depreciation
    (89,231 )
 
   
 
 
Investment and other assets
    30,706  
Investment securities
    22,139  
Deferred income taxes
    880  
Other assets
    7,687  
 
   
 
 
Total assets
    278,116  
 
   
 
 
 
(Liabilities)   (Millions of Yen)
 
Current liabilities
    46,623  
Short-term borrowings
    14,128  
Trade notes and accounts payable
    15,351  
Accrued payroll
    7,168  
Accrued expenses and other
    3,830  
Income taxes payable
    6,093  
Deferred income taxes
    53  
 
   
 
 
Long-term liabilities
    36,891  
Long-term indebtedness
    7,364  
Club members’ deposits
    13,045  
Estimated retirement and termination allowances
    15,905  
Deferred income taxes
    235  
Other liabilities
    342  
 
   
 
 
(Minority interests)
       
Minority interests
    1,254  
 
   
 
 
(Shareholders’ equity)
       
Common stock
    23,803  
Additional paid-in capital
    45,421  
Legal reserve and retained earnings
    144,488  
Accumulated other comprehensive loss
    (17,048 )
Treasury stock, at cost
    (3,316 )
 
   
 
 
Total Shareholders’ equity
    193,348  
 
   
 
 
Total liabilities, minority interests and shareholders’ equity
    278,116  
 
   
 
 

Note:   Amounts of less than 1 million yen have been rounded.

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CONSOLIDATED STATEMENT OF INCOME
(From April 1, 2003, to March 31, 2004)

                 
    (Millions of Yen)
Net sales
            184,117  
Cost of sales
            110,322  
 
           
 
 
Gross profit
            73,795  
Selling, general and administrative expenses
            59,099  
 
           
 
 
Operating income
            14,696  
Other income (expenses):
               
Interest and dividend income
    869          
Interest expense
    (605 )        
Exchange losses on foreign currency transactions, net
    (202 )        
Realized gains on securities, net
    555          
Other, net
    857       1,474  
 
   
 
     
 
 
Income before income taxes
            16,170  
Provision for income taxes:
               
Current
    8,745          
Deferred
    (266 )     8,479  
 
   
 
     
 
 
Net income
            7,691  
 
           
 
 

Note:   Amounts of less than 1 million yen have been rounded.

20