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Financial Statements 2013 For the Year ended March 31, 2013 Contents 01 Six-Year Summary of Consolidated Financial Statements 03 Management’ s Discussion and Analysis 17 Consolidated Balance Sheet 19 Consolidated Statement of Income 20 Consolidated Statement of Comprehensive Income 21 Consolidated Statement of Changes in Equity 22 Consolidated Statement of Cash Flows 24 Notes to Consolidated Financial Statements 52 Independent Auditor’ s Report 53 The History of Benesse Holdings, Inc. 54 Investor Information

Financial Statementns 2013pdf.irpocket.com/C9783/SAip/sZCL/MUgL.pdf ·  · 2017-04-02Years ended March 31 2008 2009 2010 2011 2012 2013 Profitability: Operating income ratio (%)

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Page 1: Financial Statementns 2013pdf.irpocket.com/C9783/SAip/sZCL/MUgL.pdf ·  · 2017-04-02Years ended March 31 2008 2009 2010 2011 2012 2013 Profitability: Operating income ratio (%)

Financial Statements 2013For the Year ended March 31, 2013

Contents01 Six-Year Summary of Consolidated Financial Statements03 Management’s Discussion and Analysis17 Consolidated Balance Sheet19 Consolidated Statement of Income20 Consolidated Statement of Comprehensive Income21 Consolidated Statement of Changes in Equity22 Consolidated Statement of Cash Flows24 Notes to Consolidated Financial Statements52 Independent Auditor’s Report53 The History of Benesse Holdings, Inc.54 Investor Information

Fin

an

cial S

tate

me

nts 2

01

3 For the Year ended March 31, 2013

Page 2: Financial Statementns 2013pdf.irpocket.com/C9783/SAip/sZCL/MUgL.pdf ·  · 2017-04-02Years ended March 31 2008 2009 2010 2011 2012 2013 Profitability: Operating income ratio (%)

Six-Year Summary of Consolidated Financial StatementsBenesse Holdings, Inc. and Consolidated Subsidiaries

Millions of YenYears ended March 31 2008 2009 2010 2011 2012 2013For the Year:

Net sales ¥ 384,514 ¥ 412,711 ¥ 406,602 ¥ 412,829 ¥ 423,707 ¥ 450,183 Cost of sales 192,182 204,115 199,835 203,842 212,017 228,891Selling, general and administrative expenses 157,449 169,470 168,878 166,119 177,892 183,147

Operating income 34,883 39,126 37,889 42,868 33,798 38,145Income before income taxes and minority interests 31,007 29,984 38,616 36,670 34,056 38,246

Income taxes 15,025 18,653 15,912 15,607 17,110 16,615Net income 15,462 10,679 21,875 20,587 16,369 21,147

CAPEX ¥ 22,767 ¥ 18,051 ¥ 27,042 ¥ 21,938 ¥ 44,611 ¥ 23,796Depreciation and amortization 11,829 13,456 13,029 13,738 14,184 16,957

YenPer Share of Common Stock:

Net income ¥ 152 ¥ 107 ¥ 222 ¥ 208 ¥ 168 ¥ 218 Cash dividends 90 90 90 95 95 95

Millions of YenAt Year-end:

Total assets ¥ 366,585 ¥ 343,129 ¥ 356,153 ¥ 405,119 ¥ 432,081 ¥ 460,259 Total equity 202,342 168,497 183,170 192,793 194,190 207,479

YenTotal equity per share of common stock ¥ 1,949 ¥ 1,647 ¥ 1,793 ¥ 1,894 ¥ 1,934 ¥ 2,071

Number of shares of common stock issued (in thousands) 106,353 106,353 106,353 106,353 104,153 102,453

Notes: 1. The computation of net income per share of common stock is based on the weighted average number of shares of common stock out-standing during each year.

2. CAPEX for the fiscal year ended March 31, 2008 includes rental deposits. 3. Depreciation and amortization for the fiscal year ended March 31, 2008 includes depreciation of non-operating expenses.

Benesse Holdings, Inc. Financial Statements 201301

08

12

9

6

3

0 09 10 11 12 13

9.1 9.5 9.310.4

8.0 8.5

08

6

4

2

0 09 10 11 12 13

5.4

4.0

2.6

5.0

3.9

4.7

08

10

5

0

-5 09 10 11 12 13

8.47.3

(1.5)

1.52.6

6.2

[ Years ended March 31 ]

OpeRatIng InCOme RatIO

(%)

[ Years ended March 31 ] [ Years ended March 31 ]

net InCOme RatIO

(%)

InCRease (DeCRease) Of net sales

(%)

Page 3: Financial Statementns 2013pdf.irpocket.com/C9783/SAip/sZCL/MUgL.pdf ·  · 2017-04-02Years ended March 31 2008 2009 2010 2011 2012 2013 Profitability: Operating income ratio (%)

Years ended March 31 2008 2009 2010 2011 2012 2013Profitability:

Operating income ratio (%) 9.1 9.5 9.3 10.4 8.0 8.5 Net income ratio (%) 4.0 2.6 5.4 5.0 3.9 4.7 Return on equity (ROE) (%) 7.8 5.9 12.9 11.3 8.7 10.9 Return on assets (ROA) (%) 4.3 3.0 6.3 5.4 3.9 4.7 Operating income per employee (thousands of yen) 2,528 2,657 2,468 2,538 1,784 1,932Net income per employee (thousands of yen) 1,121 725 1,425 1,219 864 1,071

Number of employees 13,796 14,726 15,353 16,888 18,941 19,739

Growth Trends:Increase (decrease) of net sales (%) 8.4 7.3 (1.5) 1.5 2.6 6.2 Increase (decrease) of operating income (%) 11.4 12.2 (3.2) 13.1 (21.2) 12.9 Increase (decrease) of net income (%) (15.2) (30.9) 104.8 (5.9) (20.5) 29.2

Stability:Current ratio (%) 125.4 121.7 128.9 156.4 150.3 158.1 Fixed assets ratio (%) 94.2 96.9 96.3 89.0 104.1 102.0 Equity ratio (%) 54.2 47.5 49.7 46.2 43.5 43.7 Liquidity (months) 2.9 2.5 2.5 3.0 3.5 3.4 Debt-to-equity ratio (%) 1.2 1.6 2.4 9.0 19.7 25.0 Interest coverage (times) 848.4 697.5 597.2 504.4 118.0 44.5

Per Share of Common Stock:Net income (yen) 152 107 222 208 168 218Cash dividends (yen) 90 90 90 95 95 95Dividend payout ratio (%) 59.4 84.1 40.6 45.6 56.6 43.7

Notes: 1. ROE and ROA are calculated using the average amounts of shareholders’ equity/total equity and total assets at the beginning and end of each fiscal year.

2. Liquidity = {Cash and time deposits (yearly average) + marketable securities (yearly average)} / average monthly sales 3. Debt-to-equity ratio = Interest-bearing liabilities (yearly average) / total equity (yearly average) x 100 4. Interest coverage = (Operating income + interest and dividend income) / interest expense 5. The computation of net income per share of common stock is based on the weighted-average number of shares of common stock out-

standing during each year.

Benesse Holdings, Inc. Financial Statements 2013 02

08

25

0

-25 09 10 11 12 13

11.4 12.2

(3.2)

13.1

(21.2)

12.9

08

200

100

150

0

50

09 10 11 12 13

125.4 121.7 128.9

156.4 150.3 158.1

08

80

40

60

0

20

09 10 11 12 13

54.247.5 49.7

46.2 43.5 43.7

[ Years ended March 31 ]

Increase (Decrease) of operatIng Income(%)

[ As of March 31 ] [ As of March 31 ]

current ratIo

(%)

equIty ratIo

(%)

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08

500

384.5 412.7 406.6 412.8 423.7450.2

400

300

200

100

0 09 10 11 12 13 08

50

34.9

39.1 37.942.9

33.8

38.140

30

20

10

0 09 10 11 12 13

Management’s Discussion and AnalysisBenesse Holdings, Inc. and Consolidated Subsidiaries

1. Market EnvironmentIn our mainstay education business, the government of Japan has launched new national cur-riculum guidelines emphasizing academic development, effective from fiscal 2011 for elemen-tary schools, fiscal 2012 for junior high schools, and fiscal 2013 for senior high schools. This move has expanded curriculums at each level of schooling. Furthermore, schools have launched several new initiatives, such as making English compulsory for fifth- and sixth-grade students at elementary school, and offering English language instruction in English for senior high school students. This has stimulated parents’ interest in their children’s English-language education. And as information and communications technology (ICT) continues to evolve, digi-tal learning using PCs, smartphones, tablets and other devices has caught on rapidly, fueling intensified competition in the education market. Amid concerns about the impact of Japan’s drawn-out economic weakness on consumption patterns, the government instituted a tax-exemption measure in April 2013 making lump-sum transfers of educational funds from the elderly to their grandchildren exempt from gift taxes.

In the senior/nursing care business, care service needs continue to expand as the popula-tion continues to age. Against this backdrop, the revised Act on Securement of Stable Supply of Elderly Persons’ Housing was implemented in 2011. This legislation sets out policies for stimulating the supply of serviced residences for seniors. In addition, the amended framework for compensation for care workers unveiled in fiscal 2012 included policies encouraging a shift away from nursing home care toward home-based care. While stepping up home-based services such as regular 24-hour security patrols and round-the-clock response, as well as strengthening independent support-type services in areas such as rehabilitation, the frame-work effectively lowered reimbursement rates for caregivers in other home-based and nursing home services.

In the language/global leadership training business, training of talented personnel who can function on a global stage is increasingly needed by companies all around the world as the process of globalization deepens. Due to an increase in the number of overseas students chiefly from the emerging countries, the number of overseas students is also increasing glob-ally, and at the same time, e-learning is expanding and language services are diversifying.

[ Years ended March 31 ] [ Years ended March 31 ]

net sales

(Billions of Yen)

operatIng Income

(Billions of Yen)

Benesse Holdings, Inc. Financial Statements 201303

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2. Operating Results for Fiscal 2012In terms of consolidated operating results for fiscal 2012, net sales reached a record high after increasing for a third consecutive year, while operating income, ordinary income, and net income increased for the first time in two years.

(1) Net SalesConsolidated net sales rose 6.2% or ¥26,476 million year on year to ¥450,183 million.

The main factors behind this increase, by business domain were as follows. In the Domestic Education Business Domain, sales were boosted by the conversion of UP Inc. into a consoli-dated subsidiary in March 2012. Other positive factors were growth in enrollment in our main-stay Shinkenzemi correspondence course, and steady sales growth in the school and teacher support business reflecting a solid performance. In the Senior/Nursing Care Business Domain, factors increasing sales included an expansion in the number of nursing homes for the elderly and growth in the number of residents. Meanwhile, the Overseas Education Business Domain saw an increase in correspondence course enrollment in China. In the Language/Global Lead-ership Training Business Domain, the main factors supporting the increase in sales were a strong performance in the ELS business (overseas study support) of Berlitz Corporation, and the contribution of a full year’s worth of sales from Telelangue SA from the beginning of fiscal 2012. Telelangue SA became a wholly owned subsidiary of Berlitz Corporation in August 2011.

NET SALES BY SEGMENTMillions of Yen

Years ended March 31 2011 2012 2013Net Sales ¥412,829 ¥423,707 ¥450,183

Domestic Education 240,577 240,179 253,902Overseas Education 9,395 10,830 13,041Lifestyle 28,260 25,338 25,269Senior/Nursing Care 58,897 66,540 73,908Language/Global Leadership Training 53,990 59,428 61,548Others 21,710 21,392 22,515

Note: Segment sales are based on outside sales and intersegment sales are not included.

Benesse Holdings, Inc. Financial Statements 2013 04

net sales by segment

[ Year ended March 31, 2013 ]

Others

5.0%

Domestic Education

56.4%

450,183million yen

Lifestyle

5.6%Overseas Education

2.9%

Senior/ Nursing Care

16.4%

Language/GlobalLeadership Training

13.7%

Page 6: Financial Statementns 2013pdf.irpocket.com/C9783/SAip/sZCL/MUgL.pdf ·  · 2017-04-02Years ended March 31 2008 2009 2010 2011 2012 2013 Profitability: Operating income ratio (%)

09 10 11 12 13

300

0

100

200

60

0

20

40

234.3

37.1

240.0

38.4

240.6

40.6

240.2

32.9

253.9

36.3

09 10 11 12 13

15

0

10

5

9

6

‒3

0

3

(1.4)

6.9 7.7

9.410.8

13.0

(1.7)(1.0) (0.7)

(1.3)

09 10 11 12 13

40

0

30

20

10

12

9

6

‒3

0

3

25.329.5 30.6 28.3

25.3

(1.4) (1.5)(0.5)

(1.3) (1.3)

(2) Cost of Sales and SG&A ExpensesCost of sales increased 8.0% or ¥16,874 million year on year to ¥228,891 million. The cost of sales ratio increased 0.8 of a percentage point to 50.8%, from 50.0% in the previous fiscal year.

COST OF SALES RATIO AND SG&A RATIOYears ended March 31 2008 2009 2010 2011 2012 2013Cost of Sales Ratio 50.0% 49.5% 49.1% 49.4% 50.0% 50.8%SG&A Ratio 40.9 41.1 41.5 40.2 42.0 40.7

Selling, general and administrative (SG&A) expenses rose 3.0% year on year to ¥183,147 million, an increase of ¥5,254 million. The SG&A ratio (SG&A as a proportion of net sales) decreased 1.3 percentage points to 40.7% from 42.0% in the previous fiscal year.

[ Years ended March 31 ] [ Years ended March 31 ] [ Years ended March 31 ]

DomestIc eDucatIon

(Billions of Yen) (Billions of Yen)

overseas eDucatIon

(Billions of Yen) (Billions of Yen)

lIfestyle

(Billions of Yen) (Billions of Yen)

■ Net Sales (Left)■ Operating Income (Right)

■ Net Sales (Left)■ Operating Income (Loss) (Right)

■ Net Sales (Left)■ Operating Income (Loss) (Right)

Benesse Holdings, Inc. Financial Statements 201305

08

65

45

55

35 09 10 11 12 13

50.0 49.5 49.1 49.4 50.0 50.8

08

60

40

50

30 09 10 11 12 13

40.9 41.1 41.5 40.242.0 40.7

[ Years ended March 31 ] [ Years ended March 31 ]

cost of sales ratIo

(%)

sg&a ratIo

(%)

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09 10 11 12 13

80

0

40

20

60

8

0

4

2

661.5

0.6

68.4

53.8 54.059.4

4.2

0.30.8 0.5

09 10 11 12 13

40

0

20

10

30

4

0

2

1

3

22.5

33.329.9

21.7 21.4

0.81.2

1.0 1.0

1.9

09 10 11 12 13

80

0

40

20

60

8

0

4

2

6

73.9

4.940.4

44.6

58.966.5

2.63.0

4.14.7

(3) Operating IncomeConsolidated operating income increased 12.9%, or ¥4,348 million, to ¥38,145 million.In the Domestic Education Business Domain, earnings increased on the back of higher sales, despite higher costs primarily reflecting the supply of the Pocket Challenge digital study device to fourth-grade children in Shinkenzemi Elementary School Courses.

OPERATING INCOME (LOSS) BY SEGMENTMillions of Yen

Years ended March 31 2011 2012 2013Operating Income ¥42,868 ¥33,798 ¥38,145

Domestic Education 40,619 32,857 36,287Overseas Education (692) (1,344) (1,362)Lifestyle (473) (1,277) (1,254)Senior/Nursing Care 4,078 4,669 4,898Language/Global Leadership Training 768 544 569Others 953 980 1,888Reconciliation (2,385) (2,631) (2,881)

Note: Operating income (loss) for each segment is before eliminations in consolidated totals.

(4) Other Income (Expenses)Other income-net totaled ¥100 million during the fiscal year, compared with other income-net of ¥258 million in the previous fiscal year.

(5) Income before Income Taxes and Minority InterestsIncome before income taxes and minority interests increased 12.3% or ¥4,190 million during the period, to ¥38,246 million.

[ Years ended March 31 ] [ Years ended March 31 ] [ Years ended March 31 ]

senIor/nursIng care

(Billions of Yen) (Billions of Yen)

language/global leaDershIp traInIng

(Billions of Yen) (Billions of Yen)

others

(Billions of Yen) (Billions of Yen)

■ Net Sales (Left)■ Operating Income (Right)

■ Net Sales (Left)■ Operating Income (Right)

■ Net Sales (Left)■ Operating Income (Right)

Benesse Holdings, Inc. Financial Statements 2013 06

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08

30

20

10

0 09 10 11 12 13

16.4

20.621.9

10.7

15.5

21.1

08

15

10

5

0 09 10 11 12 13

12.9

7.8

11.3

8.7

10.9

5.9

08

10

8

6

4

2

0 09 10 11 12 13

6.3

4.3

3.0

4.7

3.9

5.4

(6) Income TaxesTotal income taxes decreased 2.9% or ¥495 million from the previous fiscal year to ¥16,615 million. Tax obligations as a proportion of income before income taxes and minority interests amounted to 43.4%, down from 50.2% in the previous fiscal year. The reason for this was a change in the normal effective statutory tax rate effective for the fiscal years beginning on and after April 1, 2012, which effectively decreased income taxes in the consolidated statement of income for the year.

(7) Net IncomeConsolidated net income increased 29.2% or ¥4,778 million to ¥21,147 million.

ROE AND ROAYears ended March 31 2008 2009 2010 2011 2012 2013ROE 7.8% 5.9% 12.9% 11.3% 8.7% 10.9%ROA 4.3 3.0 6.3 5.4 3.9 4.7

3. Segment Information(1) Domestic Education Business DomainConsolidated net sales in the Domestic Education Business Domain in the year ended March 31, 2013 amounted to ¥253,902 million, an increase of 5.8% from the previous fiscal year.

The main factors behind the increase were the conversion of UP Inc. into a consolidated subsidiary in March 2012, growth in enrollment in our mainstay Shinkenzemi correspondence course, and steady sales growth in the school and teacher support business reflecting a solid performance. Another factor was that Tokyo Individualized Educational Institute, Inc. resumed spring seminars in the current fiscal year after cancelling them in the previous fiscal year due to the earthquake disaster, and saw higher student numbers.

Operating income increased 10.4% to ¥36,287 million. The increase was mainly attributable to higher earnings on the back of sales growth, despite higher costs primarily reflecting the supply of the Pocket Challenge digital study device to fourth-grade children in Shinkenzemi Elementary School Courses.

[ Years ended March 31 ]

net Income

(Billions of Yen)

[ Years ended March 31 ] [ Years ended March 31 ]

roe

(%)

roa

(%)

Benesse Holdings, Inc. Financial Statements 201307

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08

5,0004,870 4,670

4,000

3,000

2,000

1,000

0 09 10 11 12 13

4,6004,300 4,470 4,680

08

50,000 45,271

40,000

30,000

20,000

10,000

0 09 10 11 12 13

45,51243,413 43,900

45,935 45,590

08

8,000

6,000

4,000

2,000

0 09 10 11 12 13

6,360 6,6507,170 7,480

6,9007,350

The number of enrollees in domestic correspondence courses such as Shinkenzemi and Kodomo Challenge as of April 2013 was 3.85 million, down 240,000 year on year.

BREAKDOWN OF NET SALES FOR THE DOMESTIC EDUCATION BUSINESS DOMAINMillions of Yen

Years ended March 31 2012 2013Percentage

ChangeShinkenzemi:

Senior High School Courses ¥ 26,410 ¥ 26,872 1.8Junior High School Courses 44,206 45,094 2.0Elementary School Courses 73,217 74,705 2.0Kodomo Challenge (Preschool Courses) 25,378 24,229 (4.5)

Subtotal 169,211 170,900 1.0School & Teacher Support Company 38,472 40,714 5.8Other 32,496 42,288 30.1

Total ¥240,179 ¥253,902 5.7Note: Net sales by segment do not include internal sales.

(2) Overseas Education Business DomainConsolidated net sales in the Overseas Education Business Domain in the year ended March 31, 2013 amounted to ¥13,041 million, an increase of 20.4% over the previous fiscal year.

Growth in correspondence course enrollment, particularly in China, was the main factor driving higher sales.

Turning to earnings, the operating loss increased from ¥1,344 million in the previous fiscal year to ¥1,362 million, mainly due to upfront costs for business expansion in new countries outside China, despite a boost in earnings from higher sales in China.

Enrollment in overseas correspondence courses as of April 2013 was 820,000, up by 40,000 year on year.

[ As of April ] [ Years ended March 31 ] [ Years ended March 31 ]

■ Senior High School Courses ■ Junior High School Courses■ Elementary School Courses ■ Kodomo Challenge (Preschool Courses) ■ Overseas

■ Senior High School Courses ■ Junior High School Courses■ Elementary School Courses ■ Kodomo Challenge (Preschool Courses)

shInkenzemI enrollments (DomestIc + overseas)(Thousands of Students)

cumulatIve DomestIc enrollments In shInkenzemI over a full year(Thousands of Students)

no. of stuDents takIng shInken sImulateD exams anD other exams(Thousands of Students)

Benesse Holdings, Inc. Financial Statements 2013 08

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07

600

550

500

450

400 08 09 10 11 12

555557 561570 563567

07

8,000

6,000

4,000

2,000

0 08 09 10 11 12

7,145 7,256

6,038

7,007 6,217 6,506

(3) Lifestyle Business DomainConsolidated net sales in the Lifestyle Business Domain in the year ended March 31, 2013 amounted to ¥25,269 million, a decrease of 0.3% year on year.

The main factor behind the decline was a drop in sales of mail-order magazines such as HAND & HEART, despite growth in sales in the mail-order business.

The operating loss improved from ¥1,277 million to ¥1,254 million, mainly due to lower sales expenses for mail-order magazines and higher earnings on increased sales in the mail-order business. This was despite lower earnings in step with decreased sales of mail-order magazines, higher costs for Women’s Mall, an e-commerce website specializing in pregnancy, childbirth and child-rearing, and certain other factors.

(4) Senior/Nursing Care Business DomainConsolidated net sales from the Senior/Nursing Care Business Domain in the year ended March 31, 2013 were ¥73,908 million, an increase of 11.1% over the previous fiscal year.

The main factor behind the higher sales was growth in the number of residents following expansion in the number of nursing homes.

Operating income rose 4.9% over the previous fiscal year to ¥4,898 million, tracking the higher sales. Earnings were partly offset by the negative impact of the amended framework for compensation for caregivers, and one-time costs incurred as Bon Sejour Corporation was absorbed by Benesse Style Care Co., Ltd. in April 2012.

(5) Language/Global Leadership Training Business DomainConsolidated net sales from the Language/Global Leadership Training Business Domain in the year ended March 31, 2013 amounted to ¥61,548 million, an increase of 3.6% over the previ-ous fiscal year.

The main factors were steady growth in Berlitz Corporation’s ELS business (overseas study support), and the contribution of a full-year’s worth of sales from Telelangue SA from the begin-ning of fiscal 2012, following its conversion into a wholly owned subsidiary of Berlitz Corporation in August 2011. Another factor was growth in the number of language lessons taught.

Operating income increased 4.6% year on year to ¥569 million, as earnings were boosted by higher sales, despite higher expenses associated with the conversion of Telelangue SA into a wholly owned subsidiary and certain other factors.

[ As of December 31 ][ Years ended December 31 ]

berlItz language centers anD franchIses

number of berlItz lessons

(Thousands of Lessons)

Benesse Holdings, Inc. Financial Statements 201309

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(6) OthersConsolidated net sales in the Others segment amounted to ¥22,515 million, an increase of 5.2% from the previous fiscal year. This increase mainly reflected sales growth at TMJ, Inc. (corporate name changed from Telemarketing Japan, Inc. on July 1, 2012) on the back of an increase in contracted services.

Operating income increased 92.6% year on year to ¥1,888 million, mainly due to cost cut-ting at Synform Co., Ltd. and increased earnings on higher sales at TMJ, Inc.

4. Outlook for the Fiscal Year Ending March 31, 2014For fiscal 2013, the Company is projecting net sales to rise 4.4% year on year to ¥470.0 billion. The main factors in this forecast are the positive impact of the yen’s depreciation at Berlitz Corporation and continued growth in net sales in the senior/nursing care business, the school and teacher support business, and the correspondence course business in China. However, the projection also reflects the decline in enrollment for the mainstay domestic correspondence course business to 3,850,000 as of April 2013, down approximately 240,000 year on year.

Turning to earnings, operating income is projected to decline 5.6% year on year to ¥36.0 billion, and net income to decline 10.2% to ¥19.0 billion. Negative factors in this forecast include the effect of a drop in net sales in the domestic correspondence course business and a rise in costs associated with product enhancements, also in the domestic correspondence course business. These are projected to outweigh the effect of higher net sales in the school and teacher support business, the correspondence course business in China, and the senior/nursing care business.

Benesse Holdings, Inc. Financial Statements 2013 10

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5. Financial Position and Liquidity(1) Assets, Liabilities and Total EquityTotal assets on March 31, 2013 were ¥460,259 million, an increase of ¥28,179 million, or 6.5%, compared to the end of the previous fiscal year.

Total current assets were ¥248,663 million, an increase of ¥18,650 million, or 8.1%. This increase was due mainly to increases in marketable securities and finished products.

Net property and equipment increased ¥6,660 million, or 7.3%, to ¥97,766 million. This increase was due chiefly to a rise in total lease assets as lease transactions rose under a Senior/Nursing Care Business Domain program of opening new nursing homes in the residen-tial care services business.

Total investments and other assets increased ¥2,869 million, or 2.6%, to ¥113,830 million. This increase was due mainly to a rise in investment securities.

Total liabilities on March 31, 2013 were ¥252,780 million, ¥14,889 million, or 6.3%, higher than a year earlier.

Total current liabilities rose ¥4,290 million, or 2.8%, to ¥157,292 million. This increase was mainly due to a rise in accrued income taxes and advances received.

Long-term liabilities amounted to ¥95,488 million, an increase of ¥10,599 million, or 12.5%, from a year earlier. This increase was mainly due to an increase in lease obligations as lease transactions rose, and an increase in guarantee deposits received from nursing home residents in line with growth in the number of these residents in the Senior/Nursing Care Business Domain’s residential care services business.

Total equity at March 31, 2013 was ¥207,479 million, an increase of 6.8%, or ¥13,289 million. This increase was due mainly to the recording of net income.

Total equity per share was ¥2,071.24, up ¥137.72 year on year.

FINANCIAL POSITIONMillions of Yen

As of March 31 2008 2009 2010 2011 2012 2013Total Assets ¥366,585 ¥343,129 ¥356,153 ¥405,119 ¥432,081 ¥460,259

Current Assets 175,900 179,850 179,687 233,544 230,014 248,663Property and Equipment 72,606 74,609 75,995 75,123 91,106 97,766Investments and Other Assets 118,079 88,670 100,471 96,452 110,961 113,830

Current Liabilities 140,277 147,825 139,390 149,289 153,002 157,292Long-term Liabilities 23,966 26,807 33,593 63,037 84,889 95,488Total Equity 202,342 168,497 183,170 192,793 194,190 207,479Equity Ratio (%) 54.2 47.5 49.7 46.2 43.5 43.7Total Equity per Share of Common Stock (Yen) 1,949 1,647 1,793 1,894 1,934 2,071

Note: The computation of Total Equity per Share of Common Stock is based on the weighted-average number of shares of common stock outstanding during each year.

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(2) Cash FlowsCash and cash equivalents (hereafter, “cash”) at the end of the fiscal year under review stood at ¥97,802 million, an increase of ¥859 million, or 0.9%, compared to the previous fiscal year-end. Net cash provided by operating activities in the total of ¥33,709 million outweighed net cash used in investing activities totaling ¥23,012 million and ¥11,271 million in net cash used in financing activities.

Major factors affecting cash flows were as follows:

Cash flow from operating activitiesNet cash provided by operating activities totaled ¥33,709 million. The main components were income before income taxes and minority interests of ¥38,246 million, and the non-cash expenses of ¥17,152 million in depreciation and amortization and loss on impairment of long-lived assets of ¥842 million. These were partly offset by income taxes—paid in the amount of ¥18,518 million and an increase in inventories of ¥4,013 million.Net cash provided by operating activities declined ¥6,923 million year on year (17.0% less). This was due chiefly to a change of ¥8,189 million in increase in advances received.

Cash flow from investing activitiesNet cash used in investing activities totaled ¥23,012 million. Cash outflows included ¥8,803 million for purchases of software, and ¥5,245 million for purchases of property and equipment. There was also a net cash outflow of ¥4,452 million from purchases of investment securities exceeding proceeds from sales of investment securities, and a net cash outflow of ¥2,387 million from purchases of marketable securities exceeding proceeds from sales of marketable securities.

Net cash used in investing activities decreased by ¥10,512 million year on year, or 31.4%. This mainly reflected the absence of ¥10,683 million acquisition of controlling interests in a company, and ¥4,006 million acquisition of shares of a consolidated subsidiary, both of which were recorded in the previous fiscal year. This effect outweighed an increase of ¥5,798 million in the net cash outflow from purchases of marketable securities exceeding proceeds from sales of marketable securities.

Cash flow from financing activitiesNet cash used in financing activities was ¥11,271 million. This mainly reflected cash outflows of ¥9,234 million in dividends paid and ¥1,263 million used for repayments of lease obligations.

Net cash used in financing activities increased by ¥16 million year on year, or 0.1%. The main factor was the absence of ¥5,000 million in proceeds from long-term debt recorded in the previous fiscal year, while there was also a ¥5,337 million decrease in expenditure for purchases of treasury stock.

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(3) CAPEX, Depreciation and AmortizationCAPEX in fiscal 2012 decreased 46.7% year on year to ¥23,796 million. This decrease was chiefly due to the absence of increases in goodwill and assets in fiscal 2012 as a result of con-verting UP Inc., which was an equity-method affiliate in the previous fiscal year, into a consoli-dated subsidiary, and the acquisition of Telelangue SA by consolidated subsidiary Berlitz Corporation. Depreciation and amortization increased 19.6% year on year to ¥16,957 million.

6. Capital Structure Policy(1) Dividend PolicyBenesse’s fundamental policy is to pay a sustainable dividend to its shareholders with a payout ratio target of at least 35%.

In accordance with this policy, the Company paid a year-end dividend of ¥47.5 per common share in fiscal 2012 ended March 31, 2013, and an interim dividend of the same amount.

For fiscal 2013, ending March 31, 2014, the Company plans to pay the same annual divi-dend of ¥95.0 per common share (again comprising an interim and year-end dividend of ¥47.5), based on the above policy.

Benesse plans to use retained earnings for business investment to drive medium- to long-term growth, including M&A, R&D, and investments to strengthen business fundamentals. The Company plans to be particularly proactive regarding M&A in fields where growth is anticipated.

(2) Share Buyback ProgramIn fiscal 2013, the Company plans to repurchase up to 2,700,000 shares of treasury stock for an upper limit of ¥10,000 million. The Company’s policy on treasury stock ownership is to hold around 5% of all issued Benesse shares, including treasury shares. Any treasury shares exceed-ing this shareholding, in principle, will be cancelled every fiscal year. Based on this policy, 1,700,000 shares were cancelled on June 29, 2012. The cumulative total of treasury stock at March 31, 2013 was 5,241,663 shares, at a total cost of ¥18,007 million, representing 5.1% of all issued company shares.

7. Risk FactorsThe following items are major risks related to the business activities of the Benesse Group that could potentially have a significant effect on the judgment of investors. Recognizing the pos-sibility that these risks may materialize, the Benesse Group considers and implements concrete measures with the aim of avoiding such risks and minimizing the impact on the Group’s results and financial position in the event that they should occur.

The following discussion of risk factors contains forward-looking statements, and reflects management’s judgment as of June 24, 2013, the submission data of its securities report (yukashoken hokokusho).

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(1) Declining Birthrate (Effect on Core Business)The Benesse Group’s core correspondence course businesses, Shinkenzemi and Kodomo Challenge (Preschool courses), have membership ranging from infants to senior high school students. As of April 2013, the number of members totaled 3.85 million. The Benesse Group strives to satisfy increasingly diverse and individualized customer needs in the education market by enhancing its lineup of educational materials, and seeks to expand its penetration rate by providing next-generation products that combine the Internet and various other learn-ing media. The Group aims to grow its businesses outside the correspondence course business by providing prep schools and other places for learning. The Group is also developing the correspondence course business in East Asian countries, including China, where a high growth rate is expected, and will seek to expand these and other education businesses outside of Japan further going forward. Furthermore, the Company is also responding to population trends by expanding the senior/nursing care business, centering on operation of nursing homes for the elderly.

Nevertheless, if Japan’s declining birthrate falls at a significantly greater pace than projected there may be a dramatic contraction in the overall size of the education market, which could have an impact on the Benesse Group’s results and financial position.

(2) Trouble Arising from Information Security and Information SystemsThe Group manages a variety of information on its information system required for providing products and services and for sales activities. This includes personal information of existing and potential customers, such as their names, genders, birthdates, addresses, telephone numbers, and so forth, in addition to other information required for business activities.

The Group uses information system security measures in managing this information to pre-vent leaks caused by unauthorized external access to the system. The Group also takes the necessary measures to ensure stable operation of the information system, such as backing up of information and appropriate server maintenance.

Nevertheless, if a large-scale leak of information or a major incident relating to the Group’s information system were to occur, and this presented significant barriers to the continued use of this personal information or the system, it could have an impact on the Benesse Group’s results and financial position.

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(3) Education SystemIn the education field, there is increasingly widespread recognition of the need to adopt inter-national standards and ICT (information and communication technology). The environment is also expected to change going forward as policymakers are now considering introduction of free early childhood education, a new system for university entrance, and a six-day school week. Amid this upheaval, the educational needs of children and their guardians are rapidly becoming more diverse and individualized. The Benesse Group is responding by providing products and services that are more finely tailored to different customers’ needs.

Nevertheless, the Benesse Group’s results and financial position could be affected by a decline in the appeal of its core products and services and a decline in sales, given the high share of total sales accounted for by the Shinkenzemi business, if its response is insufficient to cater to the rapid pace of change in the education environment and in customer needs.

(4) Nursing Care InsuranceIn the nursing care business, although the Japanese government’s policy on the opening of new specified nursing homes is to defer total control of nursing home volume to the discretion of local governments, most localities continue to restrict new openings.

On the other hand, the Japanese government is taking steps to promote the supply of hous-ing with services for the elderly, in line with revisions to the Act on Securement of Stable Supply of Elderly Persons’ Housing. The Benesse Group has built a nursing care business model with a low degree of dependence on income from nursing care insurance. For its part, the Group will gather additional information with respect to future policy changes to support busi-ness development that will offer resilience to changes in Japan’s long-term nursing care insur-ance system.

Nevertheless, the Group’s results and financial position could be affected by the need to review the nature of products, services and fee structures due to revisions in regulations related to nursing care services, standard reimbursement rates applicable to various nursing care services, payment limits commensurate with care requirements, and other factors accom-panying future revisions to related laws and reimbursements.

(5) Damage from Natural DisastersTo ensure its readiness to cope with major earthquakes and other natural disasters, the Benesse Group is implementing business continuity measures. This includes putting in place a system for gathering data concerning damage suffered by Group companies and the strategic dispersal of key information systems and distribution bases in the domestic education business.

Nevertheless, in the event of a catastrophic natural disaster, the Benesse Group’s results and financial position could be affected by the interruption of sales activities in the disaster-stricken area, the destruction of Group facilities and other property, subsequent turmoil related to transportation, communications, distribution, and other social infrastructure, and damage to outsourcers. Furthermore, most of the Benesse Group’s operating companies are headquartered in Tokyo, which could adversely impact Group operations should a cata-strophic event strike the city.

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(6) Accounting for Asset ImpairmentIn the event of a dramatic decline in the profitability of the Company or its individual Group companies, it is likely that impairment losses will need to be posted with respect to land, buildings, goodwill, or other assets held. The posting of such losses could affect the Group’s results and financial position.

(7) Overseas Procurement and BusinessThe Benesse Group oversees manufacturing of and procures educational tools and toys mainly in China. Elsewhere, subsidiary Berlitz Corporation operates over 550 schools in more than 70 countries and regions worldwide. The Benesse Group also operates a business primarily pro-viding preschool education services in China and other East Asian countries. As of April 2013, the business in China had 510 thousand members, the Taiwan business had 180 thousand members, and the business in South Korea had 130 thousand members. In an attempt to miti-gate risk, the Benesse Group actively collects data concerning legal and regulatory revisions and policy trends, particularly in East Asian countries, and ascertains the status of civil conflicts in which it could inadvertently become involved. Similarly, the Group hedges against volatility in foreign currency exchange rates, and seeks to identify new procurement sources. Neverthe-less, natural disasters, cultural and religious tension, political or economic instability, or the new establishment or amendment of laws or regulations in any of these countries and regions could have an adverse impact on the Benesse Group’s results and financial position.

(8) DistributionThe Benesse Group relies on postal services and the distribution services of other external parties for the delivery of its Shinkenzemi and Kodomo Challenge educational materials and direct mailings. The Group is currently promoting further digitalization of its educational materi-als and is developing marketing approaches beyond direct mail. Nevertheless, the Group’s results and financial position may be affected by an increase in distribution costs.

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Consolidated Balance SheetBenesse Holdings, Inc. and Consolidated Subsidiaries March 31, 2013

Millions of Yen

Thousands of U.S. Dollars

(Note 1)Assets 2013 2012 2011 2013Current Assets:

Cash and time deposits (Notes 3 and 4) ¥ 72,464 ¥ 72,647 ¥ 93,982 $ 770,894Marketable securities (Notes 4 and 5) 57,491 49,129 32,053 611,606Trade receivables (Note 4):

Accounts 30,099 27,360 26,156 320,202Other 46,506 46,665 41,852 494,745Due from affiliates 13 32 41 138

Inventories (Note 6) 26,824 22,633 20,283 285,362Deferred tax assets (Note 17) 6,185 5,482 6,262 65,798Other current assets 10,768 7,781 14,451 114,553Allowance for doubtful receivables (1,687) (1,715) (1,536) (17,947)

Total current assets 248,663 230,014 233,544 2,645,351

Property and Equipment:Land (Notes 7 and 10) 37,327 38,127 35,985 397,096Buildings and leasehold improvements (Notes 7 and 10) 83,342 80,583 74,102 886,617

Equipment, fixtures and other (Note 7) 27,995 25,537 23,822 297,819Lease assets (Note 7) 22,949 14,434 3,231 244,138

Total 171,613 158,681 137,140 1,825,670Accumulated depreciation (73,847) (67,575) (62,017) (785,606)

Net property and equipment 97,766 91,106 75,123 1,040,064

Investments and Other Assets:Investment securities (Notes 4 and 5) 18,099 15,681 14,756 192,543Investments in unconsolidated subsidiaries and associated companies (Note 4) 974 816 2,001 10,362

Goodwill and other intangible assets (Notes 7 and 9) 24,328 27,691 16,990 258,809

Software (Note 7) 30,642 27,639 26,545 325,979Prepaid pension expenses (Note 11) 3,816 4,237 4,383 40,596Deferred tax assets (Note 17) 7,348 6,849 6,099 78,170Other assets 28,623 28,048 25,678 304,498

Total investments and other assets 113,830 110,961 96,452 1,210,957

Total ¥460,259 ¥432,081 ¥405,119 $4,896,372See notes to consolidated financial statements.

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Millions of Yen

Thousands of U.S. Dollars

(Note 1)Liabilities and Equity 2013 2012 2011 2013Current Liabilities:

Short-term bank loans (Notes 4 and 10) ¥ 271 ¥ 468Current portion of long-term debt (Notes 4 and 10) ¥ 250 259 45 $ 2,660

Trade payables (Note 4):Accounts 14,600 14,090 13,036 155,319Other 25,034 24,990 23,583 266,319Due to affiliates 1,112 1,122 810 11,830

Advances received 88,710 87,625 78,655 943,723Income taxes payable (Notes 4 and 17) 9,048 6,647 14,324 96,255Other current liabilities 18,538 17,998 18,368 197,213

Total current liabilities 157,292 153,002 149,289 1,673,319

Long-term Liabilities:Long-term debt, less current portion (Notes 4 and 10) 31,250 31,500 25,009 332,447

Lease obligations (Note 8) 19,393 12,130 2,068 206,309Guarantee deposits received from nursing home residents 30,153 27,805 25,300 320,777

Liability for retirement benefits (Note 11) 3,696 3,355 4,416 39,319Deferred tax liabilities (Note 17) 2,581 2,411 611 27,457Other long-term liabilities 8,415 7,688 5,633 89,521

Total long-term liabilities 95,488 84,889 63,037 1,015,830

Commitments and Contingent Liabilities (Notes 4, 8 and 16)

Equity (Notes 12, 18 and 21):Common stock—authorized, 405,282,040 shares in 2013, 2012 and 2011; issued, 102,453,453 shares in 2013, 104,153,453 shares in 2012 and 106,353,453 shares in 2011 13,600 13,600 13,600 144,681

Capital surplus 29,358 29,358 29,381 312,319Stock acquisition rights 459 684 684 4,883Retained earnings 182,935 176,863 177,342 1,946,117Treasury stock—at cost—5,241,663 shares in 2013, 6,941,033 shares in 2012 and 7,583,093 shares in 2011 (18,007) (23,845) (26,067) (191,564)

Accumulated other comprehensive income:Unrealized gain (loss) on available-for-sale securities 1,183 281 (17) 12,585

Foreign currency translation adjustments (7,172) (7,855) (6,793) (76,298)Pension liability adjustments for a foreign con-solidated subsidiary (549) (440) (402) (5,840)Total 201,807 188,646 187,728 2,146,883

Minority interests 5,672 5,544 5,065 60,340Total equity 207,479 194,190 192,793 2,207,223

Total ¥460,259 ¥432,081 ¥405,119 $4,896,372

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Consolidated Statement of IncomeBenesse Holdings, Inc. and Consolidated Subsidiaries Year Ended March 31, 2013

Millions of Yen

Thousands of U.S. Dollars

(Note 1)2013 2012 2011 2013

Net Sales ¥450,183 ¥423,707 ¥412,829 $4,789,181

Cost of Sales (Notes 8, 11 and 15) 228,891 212,017 203,842 2,435,011Gross profit 221,292 211,690 208,987 2,354,170

Selling, General and Administrative Expenses (Notes 8, 11, 14, 15 and 18) 183,147 177,892 166,119 1,948,372

Operating income 38,145 33,798 42,868 405,798

Other Income (Expenses):Dividend income 78 52 125 830Interest (expense) income—net (Note 10) (427) 133 429 (4,543)Foreign exchange gain (loss) 1,671 (131) (536) 17,777Gain on investments—net 160 200 493 1,702Equity in net earnings of unconsolidated subsidiaries and associated companies 179 244 528 1,904

Gain on sales of investments of a consolidated subsidiary 118

Loss on impairment of long-lived assets (Note 7) (842) (80) (6,401) (8,957)Other—net (718) (160) (954) (7,639)

Income Before Income Taxes and Minority Interests 38,246 34,056 36,670 406,872

Income Taxes (Note 17):Current 18,120 16,203 19,347 192,766Deferred (1,505) 907 (3,740) (16,011)

Total income taxes 16,615 17,110 15,607 176,755

Net Income Before Minority Interests 21,631 16,946 21,063 230,117

Minority Interests in Net Income 484 577 476 5,149

Net Income ¥ 21,147 ¥ 16,369 ¥ 20,587 $ 224,968

Yen U.S. Dollars2013 2012 2011 2013

Per Share of Common Stock (Notes 2.t and 20):Net income ¥217.54 ¥167.79 ¥208.47 $2.31Diluted net income 208.44Cash dividends applicable to the year 95.00 95.00 95.00 1.01

Diluted net income per share for the years ended March 31, 2013 and 2012, is not disclosed because there were no potentially dilutive shares outstanding.

See notes to consolidated financial statements.

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Consolidated Statement of Comprehensive IncomeBenesse Holdings, Inc. and Consolidated Subsidiaries Year Ended March 31, 2013

Millions of Yen

Thousands of U.S. Dollars

(Note 1)2013 2012 2011 2013

Net Income Before Minority Interests ¥21,631 ¥16,946 ¥21,063 $230,117

Other Comprehensive Income (Note 19):Unrealized gain (loss) on available-for-sale securities 907 294 (122) 9,649Foreign currency translation adjustments 685 (1,062) (1,734) 7,286Pension liability adjustments for a foreign consolidated subsidiary (109) (38) 111 (1,159)

Share of other comprehensive income in associates 4 4 (4) 43Total other comprehensive income 1,487 (802) (1,749) 15,819

Comprehensive Income ¥23,118 ¥16,144 ¥19,314 $245,936

Total Comprehensive Income Attributable to:Owners of the parent ¥22,623 ¥15,567 ¥18,855 $240,671Minority interests 495 577 459 5,265

See notes to consolidated financial statements.

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Consolidated Statement of Changes in EquityBenesse Holdings, Inc. and Consolidated Subsidiaries Year Ended March 31, 2013

Thousands Millions of YenAccumulated Other Comprehensive

Income

Number of Shares of Common

Stock Outstanding

Common Stock

Capital Surplus

Stock Acquisition

RightsRetained Earnings

Treasury Stock

Unrealized Gain (Loss)

on Available-for-Sale

Securities

Foreign Currency

Translation Adjustments

Pension Liability

Adjustments for a Foreign Consolidated

Subsidiary TotalMinority Interests Total Equity

Balance, April 1, 2010 98,636 ¥13,600 ¥29,358 ¥ 667 ¥165,372 ¥(26,527) ¥ 89 ¥(5,056) ¥177,503 ¥5,667 ¥183,170Transfer to pension liability adjustments for a foreign consolidated subsidiary 513 ¥(513)

Net income 20,587 20,587 20,587Cash dividends, ¥92.5 per share (9,130) (9,130) (9,130)Purchases of treasury stock (5) (19) (19) (19)Disposal of treasury stock due to exercise of stock options 139 23 479 502 502

Net change in the year 17 (106) (1,737) 111 (1,715) (602) (2,317)Balance, March 31, 2011 98,770 13,600 29,381 684 177,342 (26,067) (17) (6,793) (402) 187,728 5,065 192,793

Net income 16,369 16,369 16,369Cash dividends, ¥95 per share (9,309) (9,309) (9,309)

Purchases of treasury stock (1,558) (5,341) (5,341) (5,341)Disposal of treasury stock 1 1 1Retirement of treasury stock (23) (7,539) 7,562Net change in the year 298 (1,062) (38) (802) 479 (323)

Balance, March 31, 2012 97,212 13,600 29,358 684 176,863 (23,845) 281 (7,855) (440) 188,646 5,544 194,190Net income 21,147 21,147 21,147Cash dividends, ¥95 per share (9,235) (9,235) (9,235)Purchases of treasury stock (2) (2) (2)Retirement of treasury stock (5,840) 5,840Net change in the year (225) 902 683 (109) 1,251 128 1,379

Balance, March 31, 2013 97,212 ¥13,600 ¥29,358 ¥ 459 ¥182,935 ¥(18,007) ¥1,183 ¥(7,172) ¥(549) ¥201,807 ¥5,672 ¥207,479

Thousands of U.S. Dollars (Note 1)Accumulated Other Comprehensive

Income

Common Stock

Capital Surplus

Stock Acquisition

RightsRetained Earnings

Treasury Stock

Unrealized Gain (Loss)

on Available-for-Sale

Securities

Foreign Currency

Translation Adjustments

Pension Liability

Adjustments for a Foreign Consolidated

Subsidiary TotalMinority Interests Total Equity

Balance, March 31, 2012 $144,681 $312,319 $ 7,277 $1,881,521 $(253,670) $ 2,989 $(83,564) $(4,681) $2,006,872 $58,979 $2,065,851Net income 224,968 224,968 224,968Cash dividends, $1.01 per share (98,244) (98,244) (98,244)Purchases of treasury stock (22) (22) (22)Retirement of treasury stock (62,128) 62,128Net change in the year (2,394) 9,596 7,266 (1,159) 13,309 1,361 14,670

Balance, March 31, 2013 $144,681 $312,319 $ 4,883 $1,946,117 $(191,564) $12,585 $(76,298) $(5,840) $2,146,883 $60,340 $2,207,223

See notes to consolidated financial statements.

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Consolidated Statement of Cash FlowsBenesse Holdings, Inc. and Consolidated Subsidiaries Year Ended March 31, 2013

Millions of Yen

Thousands of U.S. Dollars

(Note 1)2013 2012 2011 2013

Operating Activities:Income before income taxes and minority interests ¥ 38,246 ¥ 34,056 ¥ 36,670 $ 406,872Adjustments for:

Income taxes—paid (18,518) (25,876) (15,335) (197,000)Income taxes—refund 5,882Depreciation and amortization 17,152 14,397 13,865 182,468Loss on impairment of long-lived assets 842 80 6,401 8,957Gain on sales of investments of a consolidated subsidiary (118)

Increase in allowance for doubtful receivables, liability for retirement benefits and other reserves 364 485 263 3,872

Other noncash expenses—net 218 845 1,116 2,319Increase in trade accounts receivable (1,990) (498) (2,348) (21,170)Increase in inventories (4,013) (2,338) (1,376) (42,691)(Decrease) increase in trade accounts payable (1,230) 5,565 (195) (13,085)(Decrease) increase in advances received (313) 7,876 976 (3,330)Other—net 2,951 158 5,018 31,394

Total adjustments (4,537) 6,576 8,267 (48,266)Net cash provided by operating activities 33,709 40,632 44,937 358,606

Investing Activities:(Increase) decrease in time deposits—net (1,449) (1,919) 2,954 (15,415)Purchases of marketable securities (74,465) (56,541) (73,628) (792,181)Proceeds from sales of marketable securities 72,078 59,952 70,436 766,787Purchases of property and equipment (5,245) (5,611) (4,974) (55,798)Proceeds from sales of property and equipment 850 16 54 9,043Purchases of software (8,803) (10,147) (11,768) (93,649)Purchases of investment securities (5,769) (6,363) (6,054) (61,372)Proceeds from sales of investment securities 1,317 4,498 11,565 14,011Acquisition of controlling interests in a company (10,683)Acquisition of shares of a consolidated subsidiary (4,006)Proceeds from sale of investments of a consolidated subsidiary 230

Proceeds from transfer of business 298 153Other—net (1,526) (3,018) (3,600) (16,235)

Net cash used in investing activities (23,012) (33,524) (14,632) (244,809)Financing Activities:

Decrease in short-term bank loans—net (269) (197) (971) (2,862)Proceeds from long-term debt 5,000 25,019Repayment of long-term debt (259) (44) (304) (2,755)Dividends paid (9,234) (9,315) (9,126) (98,234)Proceeds from exercise of stock options 500Purchases of treasury stock (2) (5,341) (19) (22)Purchases of treasury stock by consolidated subsidiaries (1,117)Repayments of lease obligations (1,263) (1,090) (799) (13,436)Other—net (244) (267) (259) (2,595)

Net cash (used in) provided by financing activities (11,271) (11,254) 12,924 (119,904)Foreign Currency Translation Adjustments on Cash and Cash Equivalents 1,433 (602) (1,713) 15,245

Net Increase (Decrease) in Cash and Cash Equivalents 859 (4,748) 41,516 9,138Cash and Cash Equivalents, Beginning of Year 96,943 101,691 60,175 1,031,309Cash and Cash Equivalents, End of Year (Note 3) ¥ 97,802 ¥ 96,943 ¥101,691 $1,040,447

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Millions of Yen

Thousands of U.S. Dollars

(Note 1)2013 2012 2011 2013

Additional Cash Flow Information:Acquisition of controlling interests in a company:

Current assets ¥ 4,541Long-term assets 11,696Consolidation goodwill 6,944Current liabilities (4,414)Long-term liabilities (2,176)Minority interests (914)Acquisition cost 15,677Carrying value under the equity method (1,265)Gain on step acquisitions (357)Reclassification adjustments (2)Foreign currency translation adjustments 182Cash and cash equivalents of newly consolidated subsidiary (3,552)

Cash decrease due to acquisition of controlling inter-ests in a company ¥ 10,683

Noncash Investing and Financing Activities:Assets and obligations from finance lease transactions recognized in the consolidated balance sheet:Lease assets ¥ 8,627 ¥ 11,350 ¥ 953 $ 91,777Lease obligations 8,711 11,464 994 92,670

See notes to consolidated financial statements.

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Note 1. Basis of Presentation of Consolidated Financial StatementsThe accompanying consolidated financial statements of Benesse Holdings, Inc. (the “Company”) have been prepared in accordance with the provisions set forth in the Japanese Financial Instruments and Exchange Act and its related accounting regulations, and in accordance with accounting principles generally accepted in Japan, which are different in certain respects as to the application and disclo-sure requirements of International Financial Reporting Standards. The foreign consolidated subsidiar-ies maintain and prepare their financial statements in accordance with accounting principles generally accepted in the United States of America, where such subsidiaries are established.

In preparing these consolidated financial statements, certain reclassifications and rearrangements have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. In addition, certain reclassifications have been made in the 2012 and 2011 consolidated financial statements to conform to the classifica-tions used in 2013.

The consolidated financial statements are stated in Japanese yen, the currency of the country in which the Company is incorporated and operates. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of ¥94 to U.S.$1, the approximate rate of exchange at March 31, 2013. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate.

Note 2. Summary of Significant Accounting Policiesa. Consolidation—The consolidated financial statements include the accounts of the Company and its 34 (35 in 2012 and 31 in 2011) significant subsidiaries (collectively, the “Companies”). Consolidation of the remaining unconsolidated subsidiaries would not have a material effect on the accompanying consolidated financial statements in 2013, 2012 and 2011.

Under the control or influence concept, those companies in which the Company, directly or indirectly, is able to exercise control over operations are fully consolidated, and those companies over which the Companies have the ability to exercise significant influence are accounted for by the equity method.

Investments in 4 associated companies and 1 unconsolidated subsidiary are accounted for by applying the equity method.

All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized profits included in assets resulting from transactions within the Companies are also eliminated.

b. Business Combinations—In October 2003, the Business Accounting Council issued a Statement of Opinion, “Accounting for Business Combinations,” and in December 2005, the Accounting Standards Board of Japan (the “ASBJ”) issued ASBJ Statement No. 7, “Accounting Standard for Business Divesti-tures” and ASBJ Guidance No. 10, “Guidance for Accounting Standard for Business Combinations and Business Divestitures.”

The accounting standard for business combinations allowed companies to apply the pooling of interests method of accounting only when certain specific criteria are met such that the business com-bination is essentially regarded as a uniting-of-interests.

For business combinations that do not meet the uniting-of-interests criteria, the business combination is considered to be an acquisition and the purchase method of accounting is required. This standard also prescribes the accounting for combinations of entities under common control and for joint ventures.

In December 2008, the ASBJ issued a revised accounting standard for business combinations, ASBJ Statement No. 21, “Accounting Standard for Business Combinations.” Major accounting changes under the revised accounting standard are as follows: (1) The revised standard requires accounting for business combinations only by the purchase method. As a result, the pooling of interests method

Notes to Consolidated Financial StatementsBenesse Holdings, Inc. and Consolidated Subsidiaries Year Ended March 31, 2013

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of accounting is no longer allowed. (2) The previous accounting standard required research and development costs to be charged to income as incurred. Under the revised standard, in-process research and development costs acquired in the business combination are capitalized as an intangible asset. (3) The previous accounting standard provided for a bargain purchase gain (negative goodwill) to be systematically amortized over a period not exceeding 20 years. Under the revised standard, the acquirer recognizes the bargain purchase gain in profit or loss immediately on the acquisition date after reassessing and confirming that all of the assets acquired and all of the liabilities assumed have been identified after a review of the procedures used in the purchase price allocation. The revised standard was applicable to business combinations undertaken on or after April 1, 2010.

c. Cash Equivalents—Cash equivalents on the consolidated statement of cash flows are defined as low-risk, highly liquid, short-term (maturity within three months of acquisition date) investments that are readily convertible to cash.

d. Inventories—Inventories are primarily stated at the lower of average cost, determined by the aver-age method, or net selling value. Inventories of the foreign consolidated subsidiaries are primarily stated at the lower of average cost or market, or net selling value.

e. Marketable and Investment Securities—Marketable and investment securities are classified and accounted for, depending on management’s intent, as follows: (1) trading securities, which are held for the purpose of earning capital gains in the near term are reported at fair value, and the related unrealized gains and losses are included in earnings; (2) held-to-maturity debt securities, for which there is the positive intent and ability to hold to maturity are reported at amortized cost; and (3) avail-able-for-sale securities, which are not classified as either of the aforementioned securities, are reported at fair value, with unrealized gains and losses, net of applicable taxes, reported in a separate component of equity.

Nonmarketable available-for-sale securities are stated at cost determined by the moving-average method. For other-than-temporary declines in fair value, investment securities are reduced to net realizable value by a charge to income.

f. Property and Equipment—Property and equipment are stated at cost. Depreciation of property and equipment of the Company and its domestic consolidated subsidiaries is computed by the declining-balance method over the estimated useful lives of the assets, while the straight-line method is applied to buildings acquired after April 1, 1998 and lease assets of the Company and its domestic consolidated subsidiaries, and all property and equipment of foreign consolidated subsid-iaries. The range of useful lives in the Company and its domestic consolidated subsidiaries is princi-pally from 2 to 50 years for buildings. The useful lives for lease assets of the Company and its domestic consolidated subsidiaries are the terms of the respective leases.

g. Long‑Lived Assets—Long-lived assets of the Company and its domestic consolidated subsidiaries are reviewed for impairment whenever events or changes in circumstance indicate the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows from the continued use and eventual disposition of the asset or the net selling price at disposition.

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h. Goodwill and Other Intangible Assets—The differences between the cost and net equity in domes-tic consolidated subsidiaries at acquisition (“Consolidation goodwill”) are amortized on a straight-line basis, ranging from 4 to 20 years. Immaterial Consolidation goodwill that was incurred in the current period was charged to income.

Prior to April 1, 2008, in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” goodwill and other intangible assets of Berlitz Corporation that are determined to have an indefinite life will no longer be amortized, but rather will be tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. Effective April 1, 2008, however, the goodwill and other intangible assets were changed to be amortized on a straight-line basis primarily over 20 years due to the adoption of ASBJ Practical Issues Task Force No. 18, “Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for the Consolidated Financial Statements.” See Note 9, details of goodwill and other intangible assets. Intan-gible assets that are determined not to have an indefinite life primarily consist of publishing rights. Publishing rights are amortized on a straight-line basis over 25 years.

i. Software—Software used internally is amortized by the straight-line method over its estimated useful life (primarily 5 years and 10 years) within the Company.

j. Leases—In March 2007, the ASBJ issued ASBJ Statement No. 13, “Accounting Standard for Lease Transactions,” which revised the previous accounting standard for lease transactions.

Under the previous accounting standard, finance leases that were deemed to transfer ownership of the leased property to the lessee were capitalized. However, other finance leases were permitted to be accounted for as operating lease transactions if certain “as if capitalized” information was dis-closed in the note to the lessee’s financial statements. The revised accounting standard requires that all finance lease transactions be capitalized by recognizing lease assets and lease obligations in the balance sheet. In addition, the accounting standard permits leases which existed at the transition date and do not transfer ownership of the leased property to the lessee to continue to be accounted for as operating lease transactions.

The Company and its domestic consolidated subsidiaries applied the revised accounting standard effective April 1, 2008. In addition, the Company and its domestic consolidated subsidiaries continue to account for leases which existed at the transition date and did not transfer ownership of the leased property to the lessee as operating lease transactions.

All other leases are accounted for as operating leases.

k. Retirement and Pension Plans—The Company and certain domestic consolidated subsidiaries have severance lump-sum payment plans for employees, directors, Audit & Supervisory Board members and company officers. Certain domestic consolidated subsidiaries have a non-contributory unfunded retirement benefit plan and a contributory funded defined benefit pension plan.

The Company and its domestic consolidated subsidiaries accounted for the liability for retirement benefits based on the projected benefit obligations and plan assets at the consolidated balance sheet date.

Retirement benefits to directors, Audit & Supervisory Board members and company officers of the Company and domestic consolidated subsidiaries are recorded as a liability at the amount that would be required if all directors, Audit & Supervisory Board members and company officers retired at each consolidated balance sheet date.

Foreign consolidated subsidiaries have defined contribution plans.Effective June 25, 2011, the Company terminated its unfunded retirement allowance plan for all

directors, Audit & Supervisory Board members and company officers. A part of the outstanding bal-ance of retirement allowances for directors, Audit & Supervisory Board members and company offi-cers was transferred to other long-term liabilities in the year ended March 31, 2012.

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l. Asset Retirement Obligations—In March 2008, the ASBJ published ASBJ Statement No. 18, “Accounting Standard for Asset Retirement Obligations” and ASBJ Guidance No. 21, “Guidance on Accounting Standard for Asset Retirement Obligations.” Under this accounting standard, an asset retirement obligation is defined as a legal obligation imposed either by law or contract that results from the acquisition, construction, development and normal operation of a tangible fixed asset and is associated with the retirement of such tangible fixed asset. The asset retirement obligation is recog-nized as the sum of the discounted cash flows required for the future asset retirement and is recorded in the period in which the obligation is incurred if a reasonable estimate can be made. If a reasonable estimate of the asset retirement obligation cannot be made in the period the asset retirement obliga-tion is incurred, the liability should be recognized when a reasonable estimate of the asset retirement obligation can be made. Upon initial recognition of a liability for an asset retirement obligation, an asset retirement cost is capitalized by increasing the carrying amount of the related fixed asset by the amount of the liability. The asset retirement cost is subsequently allocated to expense through depre-ciation over the remaining useful life of the asset.

Over time, the liability is accreted to its present value each period. Any subsequent revisions to the timing or the amount of the original estimate of undiscounted cash flows are reflected as an adjustment to the carrying amount of the liability and the capitalized amount of the related asset retirement cost.

m. Stock Options—In December 2005, the ASBJ issued ASBJ Statement No. 8, “Accounting Standard for Stock Options” and related guidance. The new standard and guidance are applicable to stock options newly granted on and after May 1, 2006. This standard requires companies to measure the cost of employee stock options based on the fair value at the date of grant and recognize compensa-tion expense over the vesting period, as consideration for receiving goods or services. The standard also requires companies to account for stock options granted to non-employees based on the fair value of either the stock option or the goods or services received. In the balance sheet, the stock option is presented as a stock acquisition right as a separate component of equity until exercised. The standard covers equity-settled, share-based payment transactions, but does not cover cash-settled, share-based payment transactions. In addition, the standard allows unlisted companies to measure options at their intrinsic value if they cannot reliably estimate fair value.

n. Research and Development Costs—Research and development costs are charged to income as incurred.

o. Foreign Currency Transactions—All short-term and long-term monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the exchange rates at the consoli-dated balance sheet date. The foreign exchange gains and losses from translation are recognized in the consolidated statement of income to the extent that they are not hedged by forward exchange contracts.

p. Foreign Currency Financial Statements—The consolidated balance sheet accounts of the foreign consolidated subsidiaries are translated into Japanese yen at the current exchange rate as of the consolidated balance sheet date except for equity, which is translated at the historical rate. Differ-ences arising from such translation are shown as “Foreign currency translation adjustments” in a sep-arate component of equity. Revenue and expense accounts of foreign consolidated subsidiaries are translated into yen at the average exchange rate.

q. Derivative Financial Instruments—The Companies use derivative financial instruments to manage their exposures to fluctuations in foreign exchange. Foreign exchange forward contracts and currency options are utilized by the Companies to reduce foreign currency exchange risks. The Companies do not enter into derivatives for trading or speculative purposes.

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The Company marks the foreign exchange forward contracts to fair value, and the unrealized gains/losses are recognized in the consolidated statement of income.

r. Bonuses to Directors, Audit & Supervisory Board Members and Company Officers—Bonuses to directors, Audit & Supervisory Board members and company officers are accrued at the end of the year to which such bonuses are attributable.

s. Income Taxes—The provision for income taxes is computed based on the pretax income included in the consolidated statement of income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred taxes are measured by apply-ing currently enacted tax laws to the temporary differences.

t. Per Share Information—Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period.

Diluted net income per share reflects the potential dilution that could occur if securities were exer-cised or converted into common stock.

Cash dividends per share presented in the accompanying consolidated statement of income are dividends applicable to the respective years including dividends to be paid after the end of the year.

The Company applied ASBJ Statement No. 2, “Accounting Standard for Earnings Per Share” and ASBJ Statement No. 4, “Guidance on Accounting Standard for Earnings Per Share” effective April 1, 2011.

In calculating the diluted net income per share, the method used to reflect the effects of stock options of which the rights are obtained by the holders after a certain employment period, has been changed to include the amount pertaining to said holders’ services to be provided to the Company that comprises part of the assessed fair value of stock options, which is assumed to be paid in at the time of the exercise of the rights.

There was no effect of this change.

u. Accounting Changes and Error Corrections—In December 2009, the ASBJ issued ASBJ Statement No. 24, “Accounting Standard for Accounting Changes and Error Corrections” and ASBJ Guidance No. 24, “Guidance on Accounting Standard for Accounting Changes and Error Corrections.” Accounting treatments under this standard and guidance are as follows: (1) Changes in Accounting Policies—When a new accounting policy is applied following revision of an accounting standard, the new policy is applied retrospectively unless the revised accounting standard includes specific transitional provi-sions, in which case the entity shall comply with the specific transitional provisions. (2) Changes in Presentations—When the presentation of financial statements is changed, prior-period financial state-ments are reclassified in accordance with the new presentation. (3) Changes in Accounting Esti-mates—A change in an accounting estimate is accounted for in the period of the change if the change affects that period only, and is accounted for prospectively if the change affects both the period of the change and future periods. (4) Corrections of Prior-Period Errors—When an error in prior-period financial statements is discovered, those statements are restated.

v. New Accounting PronouncementsAccounting Standard for Retirement Benefits—On May 17, 2012, the ASBJ issued ASBJ Statement No. 26, “Accounting Standard for Retirement Benefits” and ASBJ Guidance No. 25, “Guidance on Account-ing Standard for Retirement Benefits,” which replaced the Accounting Standard for Retirement Benefits that had been issued by the Business Accounting Council in 1998 with an effective date of April 1, 2000 and the other related practical guidance and followed by partial amendments from time to time through 2009.

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Major changes are as follows:

(a) Treatment in the balance sheetUnder the current requirements, actuarial gains and losses and past service costs that are yet to be recognized in profit or loss are not recognized in the balance sheet, and the difference between retirement benefit obligations and plan assets (hereinafter, “deficit or surplus”), adjusted by such unrecognized amounts, is recognized as a liability or asset.

Under the revised accounting standard, actuarial gains and losses and past service costs that are yet to be recognized in profit or loss shall be recognized within equity (accumulated other comprehensive income), after adjusting for tax effects, and any resulting deficit or surplus shall be recognized as a liabil-ity (liability for retirement benefits) or asset (asset for retirement benefits).(b) Treatment in the statement of income and the statement of comprehensive incomeThe revised accounting standard does not change how to recognize actuarial gains and losses and past service costs in profit or loss. Those amounts would be recognized in profit or loss over a certain period no longer than the expected average remaining working lives of the employees. However, actuarial gains and losses and past service costs that arose in the current period and have not yet been recognized in profit or loss shall be included in other comprehensive income and actuarial gains and losses and past service costs that were recognized in other comprehensive income in prior peri-ods and then recognized in profit or loss in the current period shall be treated as reclassification adjustments.(c) Amendments relating to the method of attributing expected benefit to periods and relating to the

discount rate and expected future salary increasesThe revised accounting standard also made certain amendments relating to the method of attributing expected benefit to periods and relating to the discount rate and expected future salary increases.

This accounting standard and the guidance for (a) and (b) above are effective for the end of annual periods beginning on or after April 1, 2013, and for (c) above are effective for the beginning of annual periods beginning on or after April 1, 2014, or for the beginning of annual periods beginning on or after April 1, 2015, subject to certain disclosure in March 2015, both with earlier application being permitted from the beginning of annual periods beginning on or after April 1, 2013. However, no ret-rospective application of this accounting standard to consolidated financial statements in prior peri-ods is required.

The Company expects to apply the revised accounting standard for (a) and (b) above from the end of the annual period beginning on April 1, 2013, and for (c) above from the beginning of the annual period beginning on April 1, 2014, and is in the process of measuring the effects of applying the revised accounting standard in future applicable periods.

Note 3. Cash and Cash EquivalentsCash and cash equivalents at March 31, 2013, 2012 and 2011, consisted of the following:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Cash and time deposits ¥ 72,464 ¥ 72,647 ¥ 93,982 $ 770,894Marketable securities 57,491 49,129 32,053 611,606Time deposits and short-term investments which mature or become due after more than three months from acquisition date (11,531) (7,012) (8,117) (122,670)

Investment fund and other (20,622) (17,821) (16,227) (219,383)Cash and cash equivalents ¥ 97,802 ¥ 96,943 ¥101,691 $1,040,447

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Note 4. Financial Instruments and Related Disclosures(1) Group Policy for Financial InstrumentsThe Companies focus on liquidity and safety for investments of surplus funds, after considering their application and timing. Particularly, derivative transactions are utilized mainly to hedge various risks and perform fund investments efficiently. The Companies consider derivative transactions with high leverage to be high-risk transactions, and do not enter into such transactions. In addition, the Compa-nies have set overdraft limits in order to finance operating capital with efficiency and stability in case of an unexpected contingency.

(2) Nature and Extent of Risks Arising from Financial InstrumentsTrade receivables are exposed to credit risks of counterparties. Trade receivables in foreign curren-cies are exposed to the market risk of fluctuation in foreign currency exchange rates. The Companies enter into foreign exchange forward contracts in order to earn returns and manage exposure to market risk from changes in foreign currency exchange rates of loans receivable with foreign consoli-dated subsidiaries. Foreign exchange forward contracts are exposed to credit risks of counterparties and the market risk of fluctuation in foreign exchange rates. Marketable and investment securities mainly comprise commercial papers, negotiable certificates of deposit, trust beneficiary rights, govern-ment and corporate bonds, and others including equity securities and trust fund investments with certain holding limits, which are exposed to issuer credit risk, fluctuation risks of foreign exchange, interest rates and market price. Lease obligations relating to finance leases are primarily used for capital expenditures.

Trade payables and income taxes payable are payable within one year. Short-term bank loans and long-term debt are primarily used for future business investments in the Company, and used for financing operating capital and capital expenditures in consolidated subsidiaries. In those items, short-term bank loans and long-term debt with variable interest are exposed to fluctuation risk of interest rates.

(3) Risk Management for Financial InstrumentsCredit risk managementThe Companies manage credit risks of trade receivables as defined in the “Management Regulations for Receivables,” based on which the general manager at each department manages each receivable by type with regard to the counterparty, due date, the amount and the balance in order to recognize or mitigate any concerns over their collection at an earlier stage. “Management Regulations for Receiv-ables” of consolidated subsidiaries are established pursuant to the “Management Regulations for Receivables” of Benesse Corporation, a consolidated subsidiary of the Company.

The Finance Department of the Companies manages the credit risk of security issuers by regularly monitoring the fair values, rating and credit standing in accordance with “Fund Management Regulations.”

Because the counterparties to these derivatives are limited to major international financial institu-tions, the Company and its foreign consolidated subsidiaries do not anticipate any losses arising from credit risk.

Market risk managementFor fluctuation risks of foreign exchange, interest rates and market prices relating to marketable and investment securities, the Companies’ Finance Department obtains and monitors the price informa-tion of marketable and investment securities from financial institutions, on a steady basis for securities with market prices, and periodically for those without market prices. With respect to securities trans-actions, the Companies’ Finance Department executes transactions in accordance with the provisions of the “Fund Management Regulations,” which regulate the authorization and transaction limit amounts, in order to monitor operating status on a steady basis. It reports to the CFO daily and to the Board of Directors quarterly.

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Fluctuation risks of foreign exchange rates relating to receivables in foreign currencies are hedged by foreign exchange forward contracts. In addition, a portion of short-term bank loans and long-term debt are financed by fixed interest to prevent fluctuation risk of interest rates of them.

For fluctuation risks of foreign exchange rates relating to derivative transactions that are foreign exchange forward contracts, the authorization and credit limit amount are defined in “Derivatives Transactions Regulations.” The Companies’ Finance Department also monitors foreign exchange for-ward contracts in terms of the balance and gain or loss on valuation, and reports to the CFO daily and to the Board of Directors quarterly.

Liquidity risk managementThe Companies’ Finance Department monitors liquidity risk by preparing an annual cash management plan based on the reports from each department, and a monthly cash management plan through confirmation of daily cash receipts and payments. Consolidated subsidiaries perform similar proce-dures in accordance with the Company’s procedures.

(4) Fair Values of Financial InstrumentsFair values of financial instruments are based on quoted prices in active markets. If quoted prices are not available, other rational valuation techniques are used instead. Such techniques include variable factors and the results of valuation may differ depending on prerequisites. The contract amounts of derivatives, which are shown in the following table, do not represent the amounts exchanged by the parties and do not measure the Companies’ exposure to market risk.

The table below shows the carrying amounts of financial instruments recorded in the consolidated balance sheets as of March 31, 2013, 2012 and 2011, and their fair values, as well as the differences between the carrying amounts and the fair values. Financial instruments whose fair values are deemed extremely difficult to assess are not included. (Please refer to (b) below.)

(a) Fair value of financial instrumentsMillions of Yen

Carrying Amount Fair Value

Unrealized Gain/Loss

March 31, 2013Cash and time deposits ¥ 72,464 ¥ 72,464Trade receivables 76,618Allowance for doubtful receivables (1,683)

Net trade receivables 74,935 74,935Marketable and investment securities 74,089 74,093 ¥ 4Total ¥221,488 ¥221,492 ¥ 4Trade payables ¥ 40,746 ¥ 40,746Income taxes payable 9,048 9,048Long-term debt 31,500 31,659 ¥159Lease obligations 20,684 21,421 737Total ¥101,978 ¥102,874 ¥896Derivatives ¥ 23 ¥ 23

March 31, 2012Cash and time deposits ¥ 72,647 ¥ 72,647Trade receivables 74,057Allowance for doubtful receivables (1,684)

Net trade receivables 72,373 72,373Marketable and investment securities 63,334 63,337 ¥ 3Total ¥208,354 ¥208,357 ¥ 3

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Millions of YenCarrying Amount Fair Value

Unrealized Gain/Loss

Short-term bank loans ¥ 271 ¥ 271Trade payables 40,202 40,202Income taxes payable 6,647 6,647Long-term debt 31,759 31,898 ¥ 139Lease obligations 13,248 13,348 100Total ¥ 92,127 ¥ 92,366 ¥ 239Derivatives ¥ 19 ¥ 19

March 31, 2011Cash and time deposits ¥ 93,982 ¥ 93,982Trade receivables 68,049Allowance for doubtful receivables (1,520)

Net trade receivables 66,529 66,529Marketable and investment securities 46,529 46,342 ¥(187)Total ¥207,040 ¥206,853 ¥(187)Short-term bank loans ¥ 468 ¥ 468Trade payables 37,429 37,429Income taxes payable 14,324 14,324Long-term debt 25,054 25,054Lease obligations 2,905 2,991 ¥ 86Total ¥ 80,180 ¥ 80,266 ¥ 86Derivatives ¥ (161) ¥ (161)

Thousands of U.S. DollarsCarrying Amount Fair Value

Unrealized Gain/Loss

March 31, 2013Cash and time deposits $ 770,894 $ 770,894Trade receivables 815,085Allowance for doubtful receivables (17,905)

Net trade receivables 797,180 797,180Marketable and investment securities 788,181 788,224 $ 43Total $2,356,255 $2,356,298 $ 43Trade payables $ 433,468 $ 433,468Income taxes payable 96,255 96,255Long-term debt 335,107 336,798 $1,691Lease obligations 220,042 227,883 7,841Total $1,084,872 $1,094,404 $9,532Derivatives $ 245 $ 245Notes: 1. Trade receivables are stated net of each allowance for doubtful receivables. 2. Long-term debt and lease obligations are stated the amount, including current portion. 3. Derivatives are stated net of assets and liabilities. The figures in parentheses indicate net liabilities.

Cash and Time Deposits and Trade ReceivablesThe carrying values of cash and time deposits and trade receivables approximate fair value because of their short maturities.Marketable and Investment SecuritiesWhile the fair values of equity securities are measured at the quoted market price of the stock exchange, the fair values of government and corporate bonds and trust fund investments and other are measured at the quoted market price of the stock exchange and also by the prices obtained from financial institutions. The information of the fair value for the marketable and investment securities by classification is included in Note 5.

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Short-Term Bank Loans, Trade Payables and Income Taxes PayableThe carrying values of short-term bank loans, trade payables and income taxes payable approximate fair value because of their short maturities.Long-Term Debt and Lease ObligationsThe fair values of long-term debt and lease obligations are determined by discounting the cash flows related to the debt at the Companies’ assumed corporate borrowing rate.DerivativesFair value information for derivatives is included in Note 16.

(b) Carrying amount of financial instruments whose fair value cannot be reliably determined

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Investments in equity instruments that do not have a quoted market price in an active market ¥1,080 ¥ 734 ¥ 841 $11,489

Investments in partnerships 421 742 643 4,479Investments in associated companies 932 774 755 9,915Investment in an unconsolidated subsidiary 42 42 42 447Total ¥2,475 ¥2,292 ¥2,281 $26,330

(5) Maturity Analysis for Financial Assets and Securities with Contractual MaturitiesMillions of Yen

Due in 1 Year or Less

Due after 1 Year through

5 Years

Due after 5 Years through

10 YearsMarch 31, 2013Time deposits ¥72,123Trade receivables 76,618Marketable and investment securities—Available-for-sale securities with fund investments and other:Government and corporate bonds ¥ 5,886 ¥10,639 ¥ 970Trust fund investments and other 51,600 998

Total marketable and investment securities ¥57,486 ¥11,637 ¥ 970

March 31, 2012Time deposits ¥72,498Trade receivables 74,057Marketable and investment securities—Available-for-sale securities with fund investments and other: Government and corporate bonds ¥ 3,822 ¥ 9,624 ¥ 411Trust fund investments and other 45,300 853

Total marketable and investment securities ¥49,122 ¥ 9,624 ¥1,264

March 31, 2011Time deposits ¥93,827Trade receivables 68,049Marketable and investment securities—Available-for-sale securities with fund investments and other:Government and corporate bonds ¥ 4,147 ¥ 5,647 ¥1,716Trust fund investments and other 27,900 1,247

Total marketable and investment securities ¥32,047 ¥ 5,647 ¥2,963

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Thousands of U.S. Dollars

Due in 1 Year or Less

Due after 1 Year through

5 Years

Due after 5 Years through

10 YearsMarch 31, 2013Time deposits $767,266Trade receivables 815,085Marketable and investment securities—Available-for-sale securities with fund investments and other:Government and corporate bonds $ 62,617 $113,181 $10,319Trust fund investments and other 548,936 10,617

Total marketable and investment securities $611,553 $123,798 $10,319

Please see Note 10 for annual maturities of long-term debt and Note 8 for obligations under finance leases.

Note 5. Marketable and Investment SecuritiesMarketable and investment securities as of March 31, 2013, 2012 and 2011, consisted of the following:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Current:

Government and corporate bonds ¥ 5,895 ¥ 3,832 ¥ 4,154 $ 62,713Trust fund investments and other 51,596 45,297 27,899 548,893

Total ¥57,491 ¥49,129 ¥32,053 $611,606

Non-current:Marketable equity securities ¥ 4,414 ¥ 2,908 ¥ 2,399 $ 46,957Government and corporate bonds 12,265 11,179 10,420 130,479Trust fund investments and other 1,420 1,594 1,937 15,107

Total ¥18,099 ¥15,681 ¥14,756 $192,543

The costs and aggregate fair values of marketable and investment securities at March 31, 2013, 2012 and 2011, were as follows:

Millions of Yen

CostUnrealized

GainsUnrealized

Losses Fair ValueMarch 31, 2013Securities classified as available-for-sale:

Equity securities ¥ 1,993 ¥1,382 ¥ 41 ¥ 3,334Government and corporate bonds 17,812 352 4 18,160Trust fund investments and other 52,602 7 52,595

March 31, 2012Securities classified as available-for-sale:

Equity securities ¥ 1,754 ¥ 459 ¥ 39 ¥ 2,174Government and corporate bonds 14,942 97 28 15,011Trust fund investments and other 46,301 152 46,149

March 31, 2011Securities classified as available-for-sale:

Equity securities ¥ 1,485 ¥ 83 ¥ 10 ¥ 1,558Government and corporate bonds 14,545 112 83 14,574Trust fund investments and other 29,460 3 270 29,193

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Thousands of U.S. Dollars

CostUnrealized

GainsUnrealized

Losses Fair ValueMarch 31, 2013Securities classified as available-for-sale:

Equity securities $ 21,202 $14,702 $436 $ 35,468Government and corporate bonds 189,489 3,745 42 193,192Trust fund investments and other 559,596 75 559,521

The proceeds, realized gains and realized losses of the available-for-sale securities, which were sold during the years ended March 31, 2013, 2012 and 2011, were as follows:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Proceeds from sales ¥292 ¥745 ¥9,194 $3,106Gross realized gains ¥115 ¥131 ¥ 729 $1,223Gross realized losses (11) (213)Net realized gain ¥115 ¥120 ¥ 516 $1,223

The impairment losses on available-for-sale equity securities for the years ended March 31, 2013, 2012 and 2011, were ¥38 million ($404 thousand), ¥98 million and ¥20 million, respectively.

Note 6. InventoriesInventories at March 31, 2013, 2012 and 2011, consisted of the following:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Finished products ¥21,105 ¥16,901 ¥14,334 $224,521Work in process 3,911 4,099 4,256 41,606Raw materials and supplies 1,808 1,633 1,693 19,235Total ¥26,824 ¥22,633 ¥20,283 $285,362

Note 7. Long‑lived assetsThe Company and its domestic consolidated subsidiaries reviewed their long-lived assets for impair-ment as of March 31, 2013, 2012 and 2011. As a result, the Company recognized impairment losses, which were as follows:

Use TypeMillions of Yen

Thousands of U.S. Dollars The Recoverable Amounts

Year ended March 31, 2013

Mail-order business

Software for internal use

¥ 384 $4,085 The assessed value of fixed assets

Overseas study support business

Goodwill 267 2,840 The assessed value of fixed assets

Cram school and prep school business

Buildings and structures and others

74 787 The assessed value of fixed assets

Others 117 1,245Total ¥ 842 $8,957

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Year ended March 31, 2012

Unused Rights of telephone

¥ 60 The assessed value of fixed assets

Prep school business

Buildings and structures and others

20 The assessed value of fixed assets

Total ¥ 80Year ended March 31, 2011

Sales manage-ment system for its correspon-dence course business and other business

Software for internal use

¥5,689 Nil (see Note)

Telemarketing business

Goodwill 152 The estimated amount based on discounting anticipated future cash flows

Prep school business

Buildings and structures and others

19 The assessed value of fixed assets

Unused Land 541 The assessed value of fixed assets

Total ¥6,401Note: Benesse Corporation, a consolidated subsidiary of the Company, has been developing a sales management

system for its correspondence course business and other business, with the goal of enhancing customer service through a comprehensive system renewal. The new system was to be put into operations during fiscal 2012, but Benesse Corporation was required to delay the development schedule. The main causes have been a temporary stoppage in the development program following the Great East Japan Earthquake, and the chal-lenges with securing key personnel while responding to the impact of the earthquake. After considering all ensuing development costs, the current status of key personnel, the current progress of the system develop-ment, and the risk of negatively impacting the business, Benesse Corporation decided to revise the initial plan and change the method of development to a stage-by-stage approach while using the existing system. Follow-ing this change, Benesse Corporation recognized an impairment loss totaling ¥5,689 million, which represents the entire book value amount of the program under development deemed to be unusable.

Note 8. LeasesLesseeTotal lease payments under finance lease arrangements that do not transfer ownership of the leased property to the Company and its domestic subsidiaries were ¥305 million ($3,245 thousand), ¥611 million and ¥1,090 million for the years ended March 31, 2013, 2012 and 2011, respectively.

For the year ended March 31, 2011, the Company and its domestic consolidated subsidiaries recorded an impairment loss of ¥1 million, on certain leased property held under finance leases that do not transfer ownership and a corresponding allowance for impairment loss on leased property, which was included in other current liability and other long-term liability.

As discussed in Note 2.j, the Company and its domestic consolidated subsidiaries account for leases, which existed at the transition date and do not transfer ownership of the leased property to the lessee, as operating lease transactions.

A foreign consolidated subsidiary leases certain equipment, office space and other assets under noncancelable operating leases. The Company and a domestic consolidated subsidiary have lease contracts for certain land, buildings and other assets under noncancelable operating leases.

Obligations under finance leases and future minimum payments under noncancelable operating leases were as follows:

Millions of Yen Thousands of U.S. Dollars2013 2013

Finance Leases

Operating Leases

Finance Leases

Operating Leases

Due within one year ¥ 1,291 ¥12,509 $ 13,733 $133,074Due after one year 19,393 69,523 206,309 739,607Total ¥20,684 ¥82,032 $220,042 $872,681

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Pro forma information of leased property whose lease inception was before March 31, 2008ASBJ Statement No. 13, “Accounting Standard for Lease Transactions” requires that all finance lease transactions be capitalized to recognize lease assets and lease obligations in the balance sheet. How-ever, ASBJ Statement No. 13 permits leases that do not transfer ownership of the leased property to the lessee and whose lease inception was before March 31, 2008, to continue to be accounted for as operating lease transactions if certain “as if capitalized” information is disclosed in the note to the financial statements. The Company applied ASBJ Statement No. 13 effective April 1, 2008, and contin-ued to account for such leases as operating lease transactions. Pro forma information of leased prop-erty whose lease inception was before March 31, 2008, was as follows:

Millions of YenThousands of U.S. Dollars

Equipment and Fixtures and Other Assets 2013 2012 2011 2013Acquisition cost ¥889 ¥2,400 ¥4,210 $9,457Accumulated depreciation 829 2,031 3,195 8,819Accumulated impairment loss 4 5 10 42Net leased property ¥ 56 ¥ 364 ¥1,005 $ 596

Obligations under finance leases:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Due within one year ¥55 ¥307 ¥ 636 $585Due after one year 1 57 369 11Total ¥56 ¥364 ¥1,005 $596

Allowance for impairment loss on leased property of ¥1 million ($11 thousand) as of March 31, 2013, ¥2 million as of March 31, 2012, and ¥6 million as of March 31, 2011, is not included in obliga-tions under finance leases.

Depreciation expense, which is not reflected in the accompanying consolidated statement of income, was computed by the straight-line method for the years ended March 31, 2013, 2012 and 2011.

Note 9. Goodwill and Other Intangible AssetsGoodwill and other intangible assets at March 31, 2013, 2012 and 2011, consisted of the following:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Consolidation goodwill ¥13,489 ¥14,769 ¥ 8,907 $143,500Goodwill associated with domestic consolidated subsidiaries 844 1,090 1,332 8,979

Goodwill associated with a foreign consolidated subsidiary 5,901 7,594 5,381 62,776

Others 4,094 4,238 1,370 43,554Total ¥24,328 ¥27,691 ¥16,990 $258,809

Note 10. Short‑term Bank Loans and Long‑term DebtShort-term bank loans at March 31, 2012 and 2011, consisted of notes to banks and bank overdrafts. The annual interest rates applicable to the short-term bank loans ranged from 0.38% to 1.41% at March 31, 2012, and ranged from 0.43% to 4.86% at March 31, 2011.

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Long-term debt at March 31, 2013, 2012 and 2011, consisted of the following:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Long-term debt, unsecured:

Banks and others, in yen—with interest rates ranging from 0.187% to 0.667% in 2013, 0.196% to 0.667% in 2012 and 0.187% to 0.667% in 2011 ¥31,500 ¥31,750 ¥25,000 $335,107

Banks and others, in U.S. dollars—with interest rate of 2.35% in 2012 and 2011 9 22

Banks and others, in renminbi—with interest rate of 4.86% in 2011 32Total long-term debt, unsecured 31,500 31,759 25,054 335,107Total long-term debt 31,500 31,759 25,054 335,107

Less current portion (250) (259) (45) (2,660)Long-term debt, less current portion ¥31,250 ¥31,500 ¥25,009 $332,447

Annual maturities of long-term debt at March 31, 2013, were as follows:

Year Ending March 31 Millions of YenThousands of U.S. Dollars

2014 ¥ 250 $ 2,6602015 6,250 66,4892016 25,000 265,958Total ¥31,500 $335,107

At March 31, 2013, assets having the following carrying values were pledged as collateral by a consolidated subsidiary.

Millions of YenThousands of U.S. Dollars

Land ¥195 $2,074Buildings and leasehold improvements —net of accumulated depreciation 100 1,064

Total ¥295 $3,138

Note 11. Retirement and Pension PlansThe Company and Its Certain Domestic Consolidated SubsidiariesRetirement benefits for employeesUnder most circumstances, employees terminating their employment are entitled to retirement ben-efits determined based on the rate of pay at the time of termination, years of service and certain other factors. Such retirement benefits are made in the form of a lump-sum severance payment from certain domestic consolidated subsidiaries and annuity payments from a welfare annuity fund. Employees are entitled to larger payments if the termination is involuntary, by retirement at the man-datory retirement age.

Certain domestic consolidated subsidiaries have severance lump-sum payment plan, a contributory funded defined benefit pension plan and a rule defined benefit pension plan. The pension plans, which are established under the Japanese Welfare Pension Insurance Law, cover a substitutional portion of the governmental pension program by the Company on behalf of the government and a corporate portion established at the discretion of the Company. The pension fund is administered by a board of trustees composed of management and employee representatives as required by govern-ment regulations.

Effective from April 1, 2004, the Company and its certain domestic consolidated subsidiaries intro-duced a cash-balance plan to reduce the Company’s future risk due to unexpected low returns from the pension fund.

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The liability for employees’ retirement benefits at March 31, 2013, 2012 and 2011, consisted of the following:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Projected benefit obligation ¥ 17,762 ¥ 15,170 ¥ 13,401 $ 188,957Fair value of plan assets (15,568) (13,826) (12,209) (165,617)Unrecognized actuarial loss (2,378) (2,224) (2,446) (25,298)Unrecognized prior service cost (160) (204) (148) (1,702)Prepaid pension expenses 3,816 4,237 4,383 40,596Net liability ¥ 3,472 ¥ 3,153 ¥ 2,981 $ 36,936

The components of net periodic benefit costs for the years ended March 31, 2013, 2012 and 2011, were as follows:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Service cost ¥1,994 ¥1,651 ¥1,669 $21,213Interest cost 295 276 247 3,138Expected return on plan assets (262) (244) (236) (2,787)Recognized actuarial loss 445 334 264 4,734Amortization of prior service cost 71 (46) (55) 755Net periodic benefit costs ¥2,543 ¥1,971 ¥1,889 $27,053

Assumptions used for the years ended March 31, 2013, 2012 and 2011, were as follows:2013 2012 2011

Discount rate Primarily 1.2% 2.0% 2.0%Expected rate of return on plan assets Primarily 2.0% 2.0% 2.0%Recognition period of actuarial loss Primarily 8 years Primarily 8 years Primarily 8 yearsAmortization period of prior service cost Primarily 8 years Primarily 8 years Primarily 8 years

Retirement benefits for directors, Audit & Supervisory Board members and company officersThe liability for retirement benefits at March 31, 2013, 2012 and 2011, for directors, Audit & Supervi-sory Board members and company officers was ¥224 million ($2,383 thousand), ¥202 million and ¥1,435 million, respectively. The retirement benefits for directors and Audit & Supervisory Board members are paid subject to the approval of the shareholders.

A Foreign Consolidated Subsidiary—Berlitz CorporationBerlitz Corporation has a Supplemental Executive Retirement Plan (“SERP”) for the benefit of its Chair-man of the Board, certain designated executives and their designated beneficiaries. Information for the SERP at March 31, 2013, 2012 and 2011, was as follows:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Accrued benefit liability ¥1,802 ¥1,539 ¥1,503 $19,170Net periodic benefit costs 121 127 148 1,287

Note 12. EquityJapanese companies are subject to the Companies Act of Japan (the “Companies Act”). The significant provisions in the Companies Act that affect financial and accounting matters are summarized below:

a. DividendsUnder the Companies Act, companies can pay dividends at any time during the fiscal year in addition to the year-end dividend upon resolution at the shareholders’ meeting. For companies that meet

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certain criteria, such as (1) having a Board of Directors, (2) having independent auditors, (3) having an Audit & Supervisory Board, and (4) the term of service of the directors is prescribed as one year rather than two years of normal term by its articles of incorporation, the Board of Directors may declare dividends (except for dividends in kind) at any time during the fiscal year if the Company has pre-scribed so in its articles of incorporation. The Company meets all the above criteria.

Semiannual interim dividends may also be paid once a year upon resolution by the Board of Direc-tors if the articles of incorporation of the Company so stipulate. The Companies Act provides certain limitations on the amounts available for dividends or the purchase of treasury stock. The limitation is defined as the amount available for distribution to the shareholders, but the amount of net assets after dividends must be maintained at no less than ¥3 million.

b. Increases/Decreases and Transfer of Common Stock, Reserve and SurplusThe Companies Act requires that an amount equal to 10% of dividends must be appropriated as a legal reserve (a component of retained earnings) or as additional paid-in capital (a component of capital surplus) depending on the equity account charged upon the payment of such dividends until the aggregate amount of legal reserve and additional paid-in capital equals 25% of the common stock. Under the Companies Act, the total amount of additional paid-in capital and legal reserve may be reversed without limitation. The Companies Act also provides that common stock, legal reserve, additional paid-in capital, other capital surplus and retained earnings can be transferred among the accounts under certain conditions upon resolution of the shareholders.

c. Treasury Stock and Treasury Stock Acquisition RightsThe Companies Act also provides for companies to purchase treasury stock and dispose of such treasury stock by resolution of the Board of Directors. The amount of treasury stock purchased cannot exceed the amount available for distribution to the shareholders which is determined by a specific formula.

Under the Companies Act, stock acquisition rights are presented as a separate component of equity.The Companies Act also provides that companies can purchase both treasury stock acquisition

rights and treasury stock. Such treasury stock acquisition rights are presented as a separate compo-nent of equity or deducted directly from stock acquisition rights.

Note 13. Segment InformationUnder ASBJ Statement No. 17, “Accounting Standard for Segment Information Disclosures” and ASBJ Guidance No. 20, “Guidance on Accounting Standard for Segment Information Disclosures,” an entity is required to report financial and descriptive information about its reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is avail-able and such information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Generally, segment information is required to be reported on the same basis as is used internally for evaluating operating segment performance and deciding how to allocate resources to operating segments.

(1) Description of Reportable SegmentsReportable segments of the Benesse Group (the “Group”) are subject to regular review in order for the Board of Directors to decide on the allocation of management resources and evaluate results, and to obtain financial data separated from the constituents of each company.

The Group positions the five fields of Domestic Education, Overseas Education, Lifestyle, Senior/Nursing Care and Language/Global Leadership Training as growth business domains, and concen-trates investment of management resources in these areas in order to achieve long-term growth for the Group as a whole.

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Accordingly, the Group is made up of segments grouped by products and services based on these five business domains, and has designated the Domestic Education Business Domain, Overseas Edu-cation Business Domain, Lifestyle Business Domain, Senior/Nursing Care Business Domain, and Lan-guage/Global Leadership Training Business Domain as its reportable segments.

In the Domestic Education Business Domain, the Group engages in the correspondence course business, the school and teacher support business, the cram and prep school business and other businesses.

In the Overseas Education Business Domain, the Group engages in the correspondence course business in China, Taiwan and South Korea, targeting mainly infants.

In the Lifestyle Business Domain, the Group engages in magazine publishing, mail-order business and other businesses.

In the Senior/Nursing Care Business Domain, the Group engages in the residential care services business (operation of nursing homes), home helper service business, training courses for nursing care personnel, staff placement and personnel dispatch company specializing in medical and nursing care personnel and other businesses.

In the Language/Global Leadership Training Business Domain, the Group engages in the language instruction business, the ELS business which provides educational services including language training to those who want to study abroad, the global leadership training business, the translation and inter-preting business and other businesses.

(2) Methods of Measurement for the Amounts of Sales, Profit (Loss), Assets and Other Items for Each Reportable Segment

The accounting policies of each reportable segment are consistent with those disclosed in Note 2, “Summary of Significant Accounting Policies.”

(3) Information about Sales, Profit (Loss), Assets and Other ItemsMillions of Yen

2013Reportable Segment

Domestic Education Business Domain

Overseas Education Business Domain

Lifestyle Business Domain

Senior/Nursing

Care Business Domain

Language/Global

Leadership Training Business Domain

Reportable Segment

Total Others TotalReconcilia-

tionsConsoli-dated

Sales:Sales to external customers ¥253,902 ¥13,041 ¥25,269 ¥73,908 ¥61,548 ¥427,668 ¥22,515 ¥450,183 ¥450,183Intersegment sales or transfers 382 2 3 46 35 468 23,851 24,319 ¥(24,319)

Total ¥254,284 ¥13,043 ¥25,272 ¥73,954 ¥61,583 ¥428,136 ¥46,366 ¥474,502 ¥(24,319) ¥450,183Segment profit (loss) ¥ 36,287 ¥ (1,362) ¥ (1,254) ¥ 4,898 ¥ 569 ¥ 39,138 ¥ 1,888 ¥ 41,026 ¥ (2,881) ¥ 38,145Segment assets 190,481 8,216 15,721 93,303 42,812 350,533 18,536 369,069 91,190 460,259Other:

Increase in property and equipment and intangible assets 9,586 232 985 9,725 1,900 22,428 802 23,230 566 23,796

Depreciation 7,780 193 605 1,869 1,760 12,207 1,088 13,295 (72) 13,223Amortization of goodwill 1,032 562 2,140 3,734 3,734 3,734Loss on impairment of long-lived assets 145 19 384 268 816 6 822 20 842

Goodwill at March 31, 2013 7,242 7,091 5,901 20,234 20,234 20,234Investment in equity method affiliates 36 242 278 756 1,034 1,034

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Millions of Yen2012

Reportable Segment

Domestic Education Business Domain

Overseas Education Business Domain

Lifestyle Business Domain

Senior/Nursing

Care Business Domain

Language/Global

Leadership Training Business Domain

Reportable Segment

Total Others TotalReconcilia-

tionsConsoli-dated

Sales:Sales to external customers ¥240,179 ¥10,830 ¥25,338 ¥66,540 ¥59,428 ¥402,315 ¥21,392 ¥423,707 ¥423,707Intersegment sales or transfers 261 1 1 46 41 350 22,357 22,707 ¥(22,707)

Total ¥240,440 ¥10,831 ¥25,339 ¥66,586 ¥59,469 ¥402,665 ¥43,749 ¥446,414 ¥(22,707) ¥423,707Segment profit (loss) ¥ 32,857 ¥ (1,344) ¥ (1,277) ¥ 4,669 ¥ 544 ¥ 35,449 ¥ 980 ¥ 36,429 ¥ (2,631) ¥ 33,798Segment assets 181,426 5,729 14,644 81,221 40,866 323,886 17,981 341,867 90,214 432,081Other:

Increase in property and equipment and intangible assets 20,086 279 754 12,090 10,096 43,305 681 43,986 625 44,611

Depreciation 6,867 172 407 1,422 1,291 10,159 1,046 11,205 (36) 11,169Amortization of goodwill 381 534 2,100 3,015 3,015 3,015Loss on impairment of long-lived assets 20 20 20 60 80

Goodwill at March 31, 2012 8,205 7,653 7,595 23,453 23,453 23,453Investment in equity method affiliates 30 213 243 602 845 845

Millions of Yen2011

Reportable Segment

Domestic Education Business Domain

Overseas Education Business Domain

Lifestyle Business Domain

Senior/Nursing

Care Business Domain

Language/Global

Leadership Training Business Domain

Reportable Segment

Total Others TotalReconcilia-

tionsConsoli-dated

Sales:Sales to external customers ¥240,577 ¥9,395 ¥28,260 ¥58,897 ¥53,990 ¥391,119 ¥21,710 ¥412,829 ¥412,829Intersegment sales or transfers 217 2 44 40 303 25,294 25,597 ¥(25,597)

Total ¥240,794 ¥9,395 ¥28,262 ¥58,941 ¥54,030 ¥391,422 ¥47,004 ¥438,426 ¥(25,597) ¥412,829Segment profit (loss) ¥ 40,619 ¥ (692) ¥ (473) ¥ 4,078 ¥ 768 ¥ 44,300 ¥ 953 ¥ 45,253 ¥ (2,385) ¥ 42,868Segment assets 157,895 3,225 15,051 65,462 38,083 279,716 17,951 297,667 107,452 405,119Other:

Increase in property and equipment and intangible assets 9,053 155 592 1,994 1,957 13,751 1,260 15,011 6,927 21,938

Depreciation 6,405 126 413 1,319 1,222 9,485 1,103 10,588 (32) 10,556Amortization of goodwill 337 525 2,249 3,111 71 3,182 3,182Loss on impairment of long-lived assets 19 19 152 171 6,230 6,401

Goodwill at March 31, 2011 2,052 8,187 5,381 15,620 15,620 15,620Investment in equity method affiliates 1,204 195 1,399 601 2,000 2,000

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Thousands of U.S. Dollars2013

Reportable Segment

Domestic Education Business Domain

Overseas Education Business Domain

Lifestyle Business Domain

Senior/Nursing

Care Business Domain

Language/Global

Leadership Training Business Domain

Reportable Segment

Total Others TotalReconcilia-

tionsConsoli-dated

Sales:Sales to external customers $2,701,085 $138,734 $268,819 $786,256 $654,766 $4,549,660 $239,521 $4,789,181 $4,789,181Intersegment sales or transfers 4,064 21 32 489 372 4,978 253,735 258,713 $(258,713)

Total $2,705,149 $138,755 $268,851 $786,745 $655,138 $4,554,638 $493,256 $5,047,894 $(258,713) $4,789,181Segment profit (loss) $ 386,032 $ (14,489) $ (13,340) $ 52,106 $ 6,053 $ 416,362 $ 20,085 $ 436,447 $ (30,649) $ 405,798Segment assets 2,026,394 87,404 167,245 992,585 455,447 3,729,075 197,191 3,926,266 970,106 4,896,372Other:

Increase in property and equipment and intangible assets 101,979 2,468 10,479 103,457 20,213 238,596 8,532 247,128 6,021 253,149

Depreciation 82,766 2,053 6,436 19,883 18,724 129,862 11,574 141,436 (766) 140,670Amortization of goodwill 10,979 5,979 22,765 39,723 39,723 39,723Loss on impairment of long-lived assets 1,543 202 4,085 2,851 8,681 64 8,745 212 8,957

Goodwill at March 31, 2013 77,043 75,436 62,776 215,255 215,255 215,255Investment in equity method affiliates 383 2,574 2,957 8,043 11,000 11,000

Note: The details of reconciliations are as follows:

Millions of YenThousands of U.S. Dollars

Sales 2013 2012 2011 2013Intersegment eliminations ¥(24,319) ¥(22,707) ¥(25,597) $(258,713)Total ¥(24,319) ¥(22,707) ¥(25,597) $(258,713)

Millions of YenThousands of U.S. Dollars

Profit (Loss) 2013 2012 2011 2013Intersegment eliminations ¥ (224) ¥ (164) ¥ 97 $ (2,383)Corporate expenses (2,657) (2,467) (2,482) (28,266)Total ¥(2,881) ¥(2,631) ¥(2,385) $(30,649)Notes: 1. Corporate expenses are mainly related to the Company that are not attributable to the reportable

segments. 2. Segment profit (loss) is adjusted with operating income in the consolidated statement of income.

Millions of YenThousands of U.S. Dollars

Assets 2013 2012 2011 2013Intersegment eliminations ¥ (4,317) ¥ (3,524) ¥ (3,891) $ (45,926)Corporate assets 95,507 93,738 111,343 1,016,032Total ¥91,190 ¥90,214 ¥107,452 $ 970,106Notes: 1. Corporate assets consist mainly of long-term investments (investment securities) of the Company that are

not attributable to the reportable segments, and assets (software) related to a sales management system for its correspondence course business and other business at Benesse Corporation, a consolidated subsid-iary of the Company.

2. Assets related to the sales management system at Benesse Corporation are not attributable to reportable segments because it is still under development.

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Millions of YenThousands of U.S. Dollars

Increase in Property and Equipment and Intangible Assets 2013 2012 2011 2013Investment in the sales management system in Benesse Corporation, a consolidated subsidiary of the Company ¥ 711 ¥ 874 ¥6,949 $ 7,564

Intersegment eliminations (338) (361) (321) (3,596)Capital investment in the Company 193 112 299 2,053Total ¥ 566 ¥ 625 ¥6,927 $ 6,021Notes: 1. Investment in the sales management system in Benesse Corporation is not attributable to reportable seg-

ments because it is still under development. 2. Capital investment in the Company is not attributable to reportable segments.

Millions of YenThousands of U.S. Dollars

Depreciation 2013 2012 2011 2013Intersegment eliminations ¥(310) ¥(284) ¥(292) $(3,298)Corporate expenses 238 248 260 2,532Total ¥ (72) ¥ (36) ¥ (32) $ (766)Note: Corporate expenses are related to the Company that are not attributable to the reportable segments.

Millions of YenThousands of U.S. Dollars

Loss on Impairment of Long-Lived Assets 2013 2012 2011 2013Loss on impairment of corporate assets ¥20 ¥60 ¥6,230 $212Total ¥20 ¥60 ¥6,230 $212Note: As discussed in Note 7, loss on impairment of corporate assets is related to the sales management system for

the year ended March 31, 2011, unused assets in Benesse Corporation, a consolidated subsidiary of the Company for the years ended March 31, 2013, 2012 and 2011, and unused assets in the Company for the year ended March 31, 2013.

(4) Information about Geographical AreasSales

Millions of Yen2013 2012 2011

Japan Others Total Japan Others Total Japan Others Total¥391,883 ¥58,300 ¥450,183 ¥369,672 ¥54,035 ¥423,707 ¥364,611 ¥48,218 ¥412,829

Thousands of U.S. Dollars2013

Japan Others Total$4,168,968 $620,213 $4,789,181Note: Sales are classified in countries or regions based on location of customers.

Benesse Holdings, Inc. Financial Statements 2013 44

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Note 14. Advertising CostsAdvertising costs charged to income were ¥43,994 million ($468,021 thousand), ¥43,902 million and ¥39,613 million for the years ended March 31, 2013, 2012 and 2011, respectively.

Note 15. Research and Development CostsResearch and development costs charged to income were ¥3,466 million ($36,872 thousand), ¥3,372 million and ¥3,042 million for the years ended March 31, 2013, 2012 and 2011, respectively.

Note 16. DerivativesThe Company and its foreign consolidated subsidiary enter into foreign exchange contracts to hedge foreign exchange risk associated with certain assets denominated in foreign currencies.

It is the Company’s policy to use derivatives only for the purpose of reducing market risks associ-ated with assets. The Company and its foreign consolidated subsidiary do not hold or issue deriva-tives for trading purposes.

Derivatives are subject to market risk and credit risk. Market risk is the exposure created by poten-tial fluctuations in market conditions, including foreign exchange rates. Credit risk is the possibility that a loss may result from a counterparty’s failure to perform according to the terms and conditions of the contract.

Because the counterparties to these derivatives are limited to major international financial institu-tions, the Company and its foreign consolidated subsidiary do not anticipate any losses arising from credit risk.

The execution and control of derivatives are managed by the Companies’ Finance Department applying internal control policies which regulate the authorization and credit limit amount. Each deriv-ative transaction is reported to the CFO daily, and reported to the Board of Directors quarterly. Prior to entering into its derivative contracts, the foreign consolidated subsidiary conferred with indepen-dent advisers to assess the reasonableness of the contracts and obtained Board of Directors approval, and each derivatives transaction is periodically reported to its Board of Directors.

Derivative Transactions to Which Hedge Accounting Is Not Applied at March 31, 2013, 2012 and 2011

Millions of Yen2013

Contract Amount

Contract Amount

Due after One Year Fair Value

Unrealized Gain (Loss)

Foreign currency forward contracts:Selling—U.S. dollars ¥2,845 ¥ 23 ¥ 23Selling—Korean won 4,719

Total ¥7,564 ¥ 23 ¥ 23Currency option contracts:

Purchase call—U.S. dollars ¥1,400 ¥1,400Option premiums (10) (10) ¥ 10

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Millions of Yen2012

Contract Amount

Contract Amount

Due after One Year Fair Value

Unrealized Gain (Loss)

Foreign currency forward contracts:Selling—U.S. dollars ¥2,491 ¥28 ¥28Selling—Korean won 3,948 (9) (9)

Total ¥6,439 ¥19 ¥19

Millions of Yen2011

Contract Amount

Contract Amount

Due after One Year Fair Value

Unrealized Gain (Loss)

Foreign currency forward contracts:Selling—U.S. dollars ¥1,878 ¥ (34) ¥ (34)Selling—Korean won 3,824 (127) (127)

Total ¥5,702 ¥(161) ¥(161)

Thousands of U.S. Dollars2013

Contract Amount

Contract Amount

Due after One Year Fair Value

Unrealized Gain (Loss)

Foreign currency forward contracts:Selling—U.S. dollars $30,266 $245 $245Selling—Korean won 50,202

Total $80,468 $245 $245Currency option contracts:

Purchase call—U.S. dollars $14,894 $14,894Option premiums (106) (106) $106

The contract or notional amounts of derivatives which are shown in the above table do not repre-sent the amounts exchanged by the parties and do not measure the Company’s exposure to credit or market risk.

Note 17. Income TaxesThe Company and its domestic subsidiaries are subject to Japanese national and local income taxes which, in the aggregate, resulted in normal effective statutory tax rates of approximately 38.0% for the year ended March 31, 2013, and 40.6% for the years ended March 31, 2012 and 2011.

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The tax effects of significant temporary differences which resulted in deferred tax assets and liabili-ties at March 31, 2013, 2012 and 2011, were as follows:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Deferred tax assets:

Provision for employees’ bonuses ¥ 2,509 ¥ 2,421 ¥ 2,367 $ 26,691Enterprise tax 718 383 1,089 7,638Social insurance premium 366 366 334 3,894Inventories 402 363 495 4,277Trade receivables—accounts 1,160 358 221 12,340Liability for retirement benefits 1,338 1,223 1,741 14,234Deferred tax assets of the foreign consolidated subsidiaries 2,876 2,544 2,600 30,596

Unrealized profit of fixed asset 390 389 355 4,149Tax loss carryforwards 287 535Unrealized loss on available-for-sale securities 1 68 20 11

Asset adjustment account 323 538 845 3,436Loss on impairment of long-lived assets 2,536 2,587 2,739 26,979Depreciation 3,433 2,685 2,058 36,521Long-term payable—other 619 651 114 6,585Valuation difference of consolidated subsidiaries 965 983 10,266

Other 1,245 1,507 1,573 13,244Less valuation allowance (1,865) (2,497) (1,615) (19,840)

Total 17,016 14,856 15,471 181,021Deferred tax liabilities:

Inventories 883 273 156 9,394Prepaid pension expenses 1,391 1,552 1,781 14,798Deferred tax liabilities of the foreign consolidated subsidiaries 2,912 2,696 1,615 30,979

Other 926 455 390 9,850Total 6,112 4,976 3,942 65,021

Net deferred tax assets ¥10,904 ¥ 9,880 ¥11,529 $116,000

Net deferred tax assets were included in the consolidated balance sheet as follows:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Current assets—Deferred tax assets ¥ 6,185 ¥ 5,482 ¥ 6,262 $ 65,798Investments and other assets—Deferred tax assets 7,348 6,849 6,099 78,170

Current liabilities—Other current liabilities (48) (40) (221) (511)Long-term liabilities—Deferred tax liabilities (2,581) (2,411) (611) (27,457)Net deferred tax assets ¥10,904 ¥ 9,880 ¥11,529 $116,000

Benesse Holdings, Inc. Financial Statements 201347

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The tax effects of significant temporary differences which resulted in deferred tax assets and liabili-ties of the foreign consolidated subsidiaries at March 31, 2013, 2012 and 2011, were as follows:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Deferred tax assets:

Accrued expenses ¥ 1,777 ¥ 1,613 ¥ 1,445 $ 18,904Inventories 218 101 182 2,319Net operating losses 2,986 3,727 4,686 31,766Other 629 605 781 6,692Less valuation allowance (2,734) (3,502) (4,494) (29,085)

Total 2,876 2,544 2,600 30,596Deferred tax liabilities:

Deferred revenue 45 46 101 479Intangible assets 2,861 2,648 1,511 30,436Other 6 2 3 64

Total 2,912 2,696 1,615 30,979Net deferred tax (liabilities) assets ¥ (36) ¥ (152) ¥ 985 $ (383)

Net deferred tax (liabilities) assets were included in the tax effects of significant temporary differ-ences as follows:

Millions of YenThousands of U.S. Dollars

2013 2012 2011 2013Deferred tax assets ¥ 2,562 ¥ 2,276 ¥1,663 $ 27,255Deferred tax liabilities (2,598) (2,428) (678) (27,638)Total ¥ (36) ¥ (152) ¥ 985 $ (383)

A reconciliation between the normal effective statutory tax rate for the years ended March 31, 2013, 2012 and 2011, and the actual effective tax rate reflected in the accompanying consolidated statement of income was as follows:

2013 2012 2011Normal effective statutory tax rate 38.0% 40.6% 40.6%Amortization of goodwill 3.5 3.3 3.3Permanently nondeductible expenses of social expenses and other 1.2 1.0 0.8

Differences of income taxes with foreign consolidated subsidiaries 1.2 1.7 0.7

Per capita inhabitants’ taxes 0.8 0.8 1.1Not recognized deferred tax on consolidation adjustment of allowance for doubtful receivables 0.2 (0.2) (1.5)

Change in the valuation allowance (2.0) 0.4 (1.9)Decrease in deferred tax assets by change of tax rate 2.5Other 0.5 0.1 (0.5)Actual effective tax rate 43.4% 50.2% 42.6%

On December 2, 2011, new tax reform laws were enacted in Japan, which changed the normal effective statutory tax rate from approximately 40.6% to 38.0% effective for the fiscal years beginning on or after April 1, 2012 through March 31, 2015, and to 35.6% afterwards.

Benesse Holdings, Inc. Financial Statements 2013 48

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Note 18. Stock Option PlanThe CompanyThe stock options outstanding as of March 31, 2013, are as follows:

Stock Option Persons Granted

Number of Options Granted Date of Grant

Exercise Price Exercise Period

2006 Stock Option

7 directors14 officers4 Audit & Supervisory Board members

2 selected employees7 directors of subsidiaries

1,13094080

200220

August 3, 2006

¥4,389 From July 1, 2008 to June 30, 2012

2007 Stock Option

9 directors17 officers4 Audit & Supervisory Board members

12 selected employees4 directors of subsidiaries

1,8201,160

260840340

August 10, 2007

¥4,211 From August 2, 2009 to June 30, 2013

2008 Stock Option

9 directors 1,710 August 5, 2008

¥4,956 From August 5, 2010 to June 30, 2014

The stock option activity is as follows:2006 Stock Option 2007 Stock Option 2008 Stock Option

(Shares)Year Ended March 31, 2011Non-vested

April 1, 2010—Outstanding 1,710GrantedCanceledVested

March 31, 2011—Outstanding 1,710Vested

April 1, 2010—Outstanding 2,270 4,420VestedExercisedCanceled

March 31, 2011—Outstanding 2,270 4,420

Year Ended March 31, 2012Non-vested

March 31, 2011—Outstanding 1,710GrantedCanceledVested

March 31, 2012—Outstanding 1,710Vested

March 31, 2011—Outstanding 2,270 4,420VestedExercisedCanceled

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2006 Stock Option 2007 Stock Option 2008 Stock Option(Shares)

March 31, 2012—Outstanding 2,270 4,420

Year Ended March 31, 2013Non-vested

March 31, 2012—Outstanding 1,710GrantedCanceledVested

March 31, 2013—Outstanding 1,710Vested

March 31, 2012—Outstanding 2,270 4,420VestedExercisedCanceled (2,270)

March 31, 2013—Outstanding 4,420Exercise price ¥4,389 ¥4,211 ¥4,956

($47) ($45) ($53)Fair value price at grant date ¥ 991 ¥ 718 ¥ 828

($11) ($8) ($9)

The Assumptions Used to Measure the Fair Value of the 2008 Stock OptionEstimate method: Black-Scholes option-pricing modelVolatility of stock price: 27.81%Estimated remaining outstanding period: Four yearsEstimated dividend: ¥90 per shareInterest rate with risk free: 1.0%

Note 19. Comprehensive IncomeThe components of other comprehensive income for the years ended March 31, 2013 and 2012, were as follows:

Millions of YenThousands of U.S. Dollars

2013 2012 2013Unrealized gain (loss) on available-for-sale securities:

Gains arising during the year ¥2,094 ¥ 662 $22,277Reclassification adjustments to profit or loss (762) (115) (8,107)Amount before income tax effect 1,332 547 14,170Income tax effect (425) (253) (4,521)Total ¥ 907 ¥ 294 $ 9,649

Foreign currency translation adjustments— Adjustments arising during the year ¥ 685 ¥(1,062) $ 7,286

Pension liability adjustments for a foreign consolidated subsidiary:Adjustments arising during the year ¥ (233) ¥ (112) $ (2,478)Reclassification adjustments to profit or loss 63 61 670Amount before income tax effect (170) (51) (1,808)Income tax effect 61 13 649Total ¥ (109) ¥ (38) $ (1,159)

Share of other comprehensive income in associates:Gains arising during the year ¥ 4 ¥ 2 $ 43Reclassification adjustments to profit or loss 2Total ¥ 4 ¥ 4 $ 43

Total other comprehensive income ¥1,487 ¥ (802) $15,819

Benesse Holdings, Inc. Financial Statements 2013 50

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The corresponding information for the year ended March 31, 2011, was not required under the accounting standard for presentation of comprehensive income as an exemption for the first year of adopting that standard and not disclosed herein.

Note 20. Net Income per ShareReconciliation of differences between basic and diluted net income per share (“EPS”) for the years ended March 31, 2013, 2012 and 2011, was as follows. Diluted EPS for the years ended March 31, 2013 and 2012, is not disclosed because there were no potentially dilutive shares outstanding.

Millions of Yen

Thousands of Shares Yen U.S. Dollars

Net IncomeWeighted-

Average Shares EPSYear Ended March 31, 2013Basic EPS—Net income available to common shareholders ¥21,147 97,212 ¥217.54 $2.31

Year Ended March 31, 2012Basic EPS—Net income available to common shareholders ¥16,369 97,558 ¥167.79

Year Ended March 31, 2011Basic EPS—Net income available to common shareholders ¥20,587 98,749 ¥208.47

Effect of dilutive securities—Stock options 14Diluted EPS—Net income for computation ¥20,587 98,763 ¥208.44

Note 21. Subsequent Eventsa. Own Share RepurchaseAt a Board of Directors’ meeting on May 1, 2013, the Company resolved to repurchase its own shares to pursue capital efficiency by executing a flexible capital structure policy, pursuant to Article 459-1-1 of the Companies Act, and executed partly based on the resolution.(1) Details of repurchase of the resolution

(a) Type of share: Common stock(b) Number of shares: Up to 2,700,000 shares (2.8% of currently issued common stock

excluding treasury stock)(c) Total purchase price: Up to ¥10,000 million ($106,383 thousand)(d) Period of repurchase: From May 2, 2013 to March 31, 2014

(2) Own share repurchase (executed)(a) Type of share: Common stock(b) Number of shares: 1,020,700 shares (1.0% of currently issued common stock excluding

treasury stock)(c) Total purchase price: ¥3,719 million ($39,564 thousand)(d) Method of repurchase: Shares were repurchased on the Osaka Securities Exchange.

b. Appropriations of Retained EarningsThe following appropriation of retained earnings at March 31, 2013, was approved at the Company’s shareholders’ meeting held on June 22, 2013:

Millions of YenThousands of U.S. Dollars

Year-end cash dividends, ¥47.5 ($0.51) per share ¥4,618 $49,128

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Independent Auditor’s Report

Benesse Holdings, Inc. Financial Statements 2013 52

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The History of Benesse Holdings, Inc.

Year History

1955 Fukutake Publishing Co., Ltd. is established in Minamigata, Okayama Prefecture, and begins publishing junior high school educational materials and student pocket books.

1962 The Company establishes Kansai School Entrance Research Association and begins offering Kansai Simu-lated Exams (now Shinken Simulated Exams) for senior high school students.

1969 Correspondence Education Seminar (now Shinkenzemi Senior High School Courses) is launched. Tokyo Office opens and begins offering Shinken Simulated Exams in eastern Japan.

1972 Correspondence Education Seminar Junior (now Shinkenzemi Junior High School Courses) is launched.

1973 Kansai Simulated Exams are renamed Shinken Simulated Exams. Correspondence Education Seminar is renamed Shinkenzemi.

1980 Shinkenzemi Elementary School Courses are introduced.

1988 Shinkenzemi Preschool Courses for ages 4 to 5 (now Kodomo Challenge) are introduced.

1990 The Company’s new corporate identity “Benesse” is announced. The Company invests in Berlitz School of Languages, Inc. (now Berlitz Japan, Inc.).

1993 The Company acquires Berlitz International, Inc. (now Berlitz Corporation) of the United States. The magazines Tamago Club and Hiyoko Club are launched.

1994 Shinkenzemi Preschool Courses for ages 2 to 3 (now Kodomo Challenge) are introduced.

1995 The Company’s name is changed to Benesse Corporation. Benesse lists on the Second Section of the Osaka Securities Exchange and the Hiroshima Stock Exchange.

1997 Benesse moves up to the First Section of the Osaka Securities Exchange. Benesse Home Clara Okayama (now Clara Kadotayashiki ) opens in Okayama.

1998 Simul International, Inc. joins the Benesse Group.

2000 Benesse lists on the First Section of the Tokyo Stock Exchange. Benesse Care Corporation is established. Benesse acquires controlling stake in Shinkoukai Co., Ltd.

2001 Berlitz International, Inc. (now Berlitz Corporation) becomes the Company’s wholly owned subsidiary. Benesse en-Famille Inc. is established through joint capital investment with Taihei Co., Ltd., a home food-delivery company.

2003 Shinken-AD Co., Ltd. becomes a consolidated subsidiary. Consolidates its three nursing care-related companies (including Benesse Care Corporation and Shinkokukai Co., Ltd. to form Benesse Style Care Co., Ltd.) Benesse Hong Kong Co., Ltd. is established.

2004 Benesse Korea Co., Ltd. is established.

2005 Benesse Educational Research and Development Center (now Benesse Educational Research and Development Institute) is established. AVIVA Co., Ltd. joins the Benesse Group.

2006 Kodomo Challenge courses are introduced into China. Benesse acquires Ochanomizu Seminar Co., Ltd.

2007 Benesse acquires Tokyo Individualized Educational Institute, Inc.

2008 Shinkenzemi Junior High School Courses + i launched.

2009 Tokyo Educational Institute Co., Ltd. joins the Benesse Group. Benesse converts to a holding company structure using a corporate spin-off.

2010 Benesse acquires all shares of Bon Sejour Corporation.Benesse transfers all shares of AVIVA Co., Ltd.

2012 Benesse acquires UP Inc.Bon Sejour Corporation is folded into Benesse Style Care Co., Ltd. by merger.

Benesse Holdings, Inc. Financial Statements 201353

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10/6 10/8 10/10 10/12 11/2 11/4 11/6 11/8 11/10 11/12 12/2 12/4 12/6 12/8 12/10 12/12 13/2 13/4

10/6 10/8 10/10 10/12 11/2 11/4 11/6 11/8 11/10 11/12 12/2 12/4 12/6 12/8 12/10 12/12 13/2 13/4

12,000,000

9,000,000

6,000,000

3,000,000

0

2,500

3,000

3,500

4,000

4,500

5,000

5,500

stOCK pRICe Range (OsaKa seCuRItIes exChange):(Yen)

tRaDIng VOlume (OsaKa seCuRItIes exChange):(Shares)

Investor InformationAs of March 31, 2013

numbeR Of shaRes IssueD:102,453,453 shares

lIsteD Date:October 26, 1995

seCuRItIes lIstIngs (COmmOn stOCK):Tokyo Stock Exchange, Inc., First Section*

tICKeR CODe:9783

unIt Of tRaDIng:100 shares

InDepenDent auDItORs:Deloitte Touche Tohmatsu LLC

tRansfeR agent:Mitsubishi UFJ Trust and Banking Corporation

numbeR Of shaRehOlDIngs:35,859

* On July 16, 2013, Tokyo Stock Exchange, Inc. and Osaka Securities Exchange Co., Ltd. were merged. The Company’s shares are therefore now listed only on Tokyo Stock Exchange.

tOp 10 shaRehOlDeRs:Shares

(Thousand)Percentage

(%)The Master Trust Bank of Japan, Ltd. 17,110 17.60Japan Trustee Services Bank, Ltd. 7,341 7.55Fukutake Foundation 5,008 5.15The Chugoku Bank, Ltd. 2,787 2.86Nobuko Fukutake 2,769 2.84Junko Fukutake 2,155 2.21Mitsuko Fukutake 2,075 2.13Trust & Custody Services Bank, Ltd. 1,962 2.01Minamigata Holdings, Inc. 1,836 1.88JP Morgan Chase Oppenheimer JASDEC Lending Account 1,651 1.69Notes: 1. The shares held by The Master Trust Bank of Japan, Ltd. include 13,618 thousand

Company shares (a 14.00% investment ratio) contributed by efu Investment Limited as trust assets. efu Investment is an asset management and investment corporation fully owned by Soichiro Fukutake and Reiko Fukutake; the former serves as a representative.

2. In addition to the above, The Chugoku Bank, Ltd. has contributed 1,600 thousand Company shares (a 1.64% investment ratio) to a retirement benefit trust retaining voting rights.

3. The Company owns 5,241 thousand shares of treasury stock which are not included above because they do not carry voting rights. These shares of treasury stock are also excluded from the calculation of investment ratios.

Foreign Companies—Other

28.42%

Other Corporations

10.37%

Individuals and Other

21.80%

Financial Institutions

33.56%

Treasury Stock

5.12%Financial Instruments Firms

0.73%

shaRehOlDIngs by type Of shaRehOlDeR:

Benesse Holdings, Inc. Financial Statements 2013 54

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Printed in Japan

Corporate Communications & Investor Relations DepartmentShinjuku Mitsui Bldg., 16F, 2-1-1, Nishi Shinjuku, Shinjuku-ku, Tokyo 163-0416, JapanPhone: +81-3-5320-3505Facsimile: +81-3-5320-1677Email: [email protected]: http://www.benesse-hd.co.jp/en/ir/ F

ina

ncia

l Sta

tem

en

ts 20

13 For the Year ended M

arch 31, 2013