Trend Micro 2009 Annual Report Download

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(Attachment)
(Translation)
Business Report
(From January 1, 2009 to December 31, 2009)
1. Business Review
(1) Process and Results of Business Operations of the Group
Despite economic trends in some major countries seemed to be still recovering from the
overall global recession caused by Lehman Shock partly, the world economy during this term
from January 1 to December 31, 2009, showed signs that it was finally emerging from a
disastrous economic standpoint. Positive signs include the fact that U.S. banks repaid public
funds and enterprises were returning to profitability; at the Federal Open Market Committee,
the FRB (Federal Reserve Board) stated that “the deterioration in the labor market is abating”;
and emerging countries such as China and India achieved economic progress.
Not everything was so affirmative though. The U.S. budget deficit is still at an all-time high.
Also G7 expressed concern about the excess volatility and disorderly movements in exchange
rates in October, then it linked to Dubai crisis which was caused a global rapid weak US dollar
in November. In addition, there have still no signs of improvement in the unemployment rate
and personal consumption. Because of this, it is still too early to confirm that the real economy
has improved.
The Japanese economy showed signs of recovery. Although Japan's GDP growth was in the
negative numbers even before Lehman’s fall, it moved into the positive numbers during April-
June period and through the end of this year. However, consumer price index for Japan in
December 2009 fell for the tenth consecutive month. The Japanese government formally
declared that the nation is in a period of deflation. Though it appeared that the recession had
bottomed out, it may be only temporary. The Japanese economy faced a long road to a strong
and autonomous fiscal recovery during 2009.
The network security industry is also changing as cyber criminals move away from mass
attacks to much targeted ones with a specific purpose for monetary gain and data-stealing. At
the same time, their target has shifted from the general public to specific targets. As a result,
virus infections have decreased. According to the virus infection damage incident report, Japan
reported 45,310 infections during this annual term of 2009, a 20.3 percent decrease from 2008,
which had 56,880 reports. On the whole, Web threats, which stem from the Internet and can be
deployed unknowingly by the user just by opening a Web page, has become a staple for network
attack techniques. It hits and change much sites into trigger damaged sites. Those damages
have been reported many infections related to defaced sites as typified by Gumblar which has
gotten a lot of media coverage in Japan, too. Also as we have been alerted, social engineering
techniques used by cyber criminals are also becoming more sophisticated. Malicious codes
which determinably aim to information stealing have always been tops the list. As the results
of trend in 2009, good technology isn’t enough because even the most secure systems can be
vulnerable. Users must also practice safe habits such as being on the alert for security
information, setting safe passwords, understanding their security infrastructure, administering
security patches when they are available, and making sure they have the most up-to-date
security products available.
Under such an environment, our group’s business conditions are as follows:
Although it was drastically affected by the weak world economy, Japan was the only country
that achieved an increase in sustainable growth. The Enterprise business unit hangs on flat
sales from the same period last year and the consumer business unit’s sales performed well,

Table of contents

  • Page 1
    ... improved. The Japanese economy showed signs of recovery. Although Japan's GDP growth was in the negative numbers even before Lehman's fall, it moved into the positive numbers during AprilJune period and through the end of this year. However, consumer price index for Japan in December 2009 fell for...

  • Page 2
    ... reputation services; Provilla, Inc. in 2007 for data leak prevention (DLP); Identum in 2008 for email encryption technology; and Third Brigade Inc. in 2009 for Host Intrusion Prevention System (HIPS). Through a series of acquisitions above organically-bonded, Trend Micro plans to provide services...

  • Page 3
    ... protect customers from the latest threats. By introducing fast, real-time security status "look-up" capabilities in-the-cloud, Trend Micro reduces dependence upon conventional pattern file downloads on the endpoint, as well as the cost and overhead associated with corporate-wide pattern deployments...

  • Page 4
    ... Company Name Trend Micro Incorporated (Taiwan) Capital 212,500,000 Taiwan dollars Shareholding Ratio 100% Primary Business Development and sale of security-related products Trend Micro Inc. (U.S.A.) Trend Micro Australia Pty.Ltd. (Australia) Trend Micro (EMEA) Limited (Ireland) (Notes) 477...

  • Page 5
    ... Nagoya Office (Naka-Ku, Nagoya) Overseas Subsidiaries: Trend Micro Incorporated (Taiwan) Trend Micro Inc. (U.S.A.) Trend Micro Australia Pty.Ltd. (Australia) Trend Micro (EMEA) Limited (Ireland) (9) Employees Name of Divisions Sales Division Marketing Division Product Support Division Research...

  • Page 6
    ... purchased 183,000 shares of treasury stock for 538,437,500 yen in total through market transactions from May 15, 2009 to May 26, 2009 (on a trade date basis) in accordance with the resolution passes at the Board of Meeting of the Company held on May 12, 2009 pursuant to Article 165, Paragraph 2 of...

  • Page 7
    ...Outside Directors and Corporate Auditors of the Company do not hold stock acquisition rights at the end of the current term. (2) Status of Stock Acquisition Rights Granted in the Current Term [Twenty-third Stock Option (Stock Acquisition Rights)] (i) (ii) Number of stock acquisition rights issued...

  • Page 8
    ... Stock Option (Stock Acquisition Rights)] (i) (ii) Number of stock acquisition rights issued: 12,415 Number and Type of subject shares: Common Stock: 1,241,500 shares (100 shares per a stock acquisition right) Issue price of stock acquisition rights: Without consideration Exercise price of stock...

  • Page 9
    ...167,300 shares (100 shares per a stock acquisition right) (iii) Total stock acquisition rights held by holders other than Directors per each issuance Series (Exercise Price) Fifteenth (3,840 yen) Sixteenth (3,950 yen) Seventeenth (3,995 yen) Eighteenth (3,610 yen) Nineteenth (4,780 yen) Employees of...

  • Page 10
    ... Accounting Office Managing Partner and Representative Partner, Taiko Auditing Firm Attorney at Law, Okuno & Partners Koji Fujita (Notes) 1. 2. 3. 4. Corporate Auditor Sadatoshi Nakayama resigned his post on December 31, 2009. Mr. Hirotaka Takeuchi, Director, is an outside director under Article...

  • Page 11
    supporting foreign student. The term of the memorandum is for one year from September 1, 2009 through August 31, 2010. (2) Remuneration, Etc. Paid to Directors and Corporate Auditors Category Director Corporate Auditor (Notes) Number of persons 5 4 Amount of remuneration 256 (Yen in millions) 19 (...

  • Page 12
    ...1.75 million yen each year for supporting foreign student. The term of the memorandum is for a year from September 1, 2009 through August 31, 2010. The Company does not have any special relation with any of the companies described in "(1) Directors and Corporate Auditors" (ii) Principal Activities...

  • Page 13
    ... Director, the Full-time Corporate Auditor and the part-time Corporate Auditors shall, in accordance with the limited liability agreement executed between the Company and Mr. Hirotaka Takeuchi and between the Company and all four Corporate Auditors, be liable for up to 10 million yen, 20 million yen...

  • Page 14
    ... fees payable under both laws. 2. The amount specified in (ii) above includes 7 million yen as compensation for advisory services concerning internal controls relating to financial reporting, which are services other than the services stipulated under Article 2, Paragraph 1 of the Certified Public...

  • Page 15
    ..., the Company has reviewed the relevant basic policy at the Board of Meeting of the Company held on December 11 2009. The review policy is as follows. (1) i) A system to retain and manage information regarding execution of operations by the directors Information on the execution of operations by...

  • Page 16
    ... the Executive meetings held every quarter and periodical budget review process as necessary. In the event that any director finds a breach of law or any other important compliance issues with group companies, he or she shall immediately report it to the corporate auditors and the board of directors...

  • Page 17
    ... Articles of Incorporation; Matters regarding changes or introduction of accounting policies; and Other important compliance matters. Furthermore, in the event that an employee finds important matters regarding d, g and i above, he or she may report to the corporate auditors directly. ii) (7) 19

  • Page 18
    ...the execution of the operation and require the directors and employees to provide explanations if necessary, and state their opinions. iv) The Representative Director shall establish a forum to exchange opinions with corporate auditors periodically, thus promoting communication. v) In the event that...

  • Page 19
    (1) Consolidated Balance Sheet (As of December 31, 2009) Account Current assets Cash and bank deposits Notes and accounts receivable, trade Marketable securities Inventories Deferred tax assets Others Allowance for bad debt (Yen in millions) Amount 169,846 74,271 23,114 53,228 409 14,774 ...

  • Page 20
    (Yen in millions) Account Current liabilities Account payable and Notes payable, trade Accounts payable, other Accrued expenses Accrued income and other taxes Allowance for bonuses Allowance for sales return Deferred revenue Others Amount 74,263 764 3,749 4,032 7,955 672 876 54,362 1,...

  • Page 21
    ...From January 1, 2009 to December 31, 2009) Account Net Sales Cost of sales Gross profit Selling, general and administrative expense Operating income Non-operating income Interest income Gain on sales of marketable securities Foreign exchange gain Equity in earnings of affiliated companies Others Non...

  • Page 22
    ...Equity Etc. (From January 1, 2009 to December 31, 2009) Shareholders' equity Common stock Capital surplus Retained earnings 87,288 Total Treasury stock shareholders' equity -21,798 104,984 (Yen in millions) Balance as of December 31, 2008 Decrease in retained earnings beginning from application of...

  • Page 23
    ... Name Trend Micro Incorporated Trend Micro Inc. Trend Micro Australia Pty. Ltd. Trend Micro (EMEA) Limited (Taiwan) (U.S.A) (Australia) (Ireland) (3) The Company has no unconsolidated subsidiaries. 2. The Matters Concerning Application of Equity Method (1) The Number of the Affiliate Companies...

  • Page 24
    ...an estimate of the amount. Allowance for sales return In order to reserve future losses from sales return subsequent to the fiscal year end, allowance for sales return is provided based on the past experience in the sales return. Allowance for retirement benefits In order to reserve future employees...

  • Page 25
    ... and minority interest. (5) Revenue Recognition Policy Sales recognition policy for PCS Basically, the product license agreement contracted with the end-user contains provisions concerning PCS (customer support and upgrading of products and its pattern files). The Company applies the following...

  • Page 26
    ... surplus 12,144 million yen 91.00 yen 31 December 2009 29 March 2010 4. The Type and the Number of Shares to be Issued or Transferred upon Exercise of Stock Acquisition Right (Excluding Those of Which the Exercise Period Has not Commenced) as of the End of the Consolidated Fiscal Term The ordinary...

  • Page 27
    ...054 Deferred revenue Long-term accounts payable Allowance for retirement benefits Total liabilities -1,106 Shareholders' equity 4,839 3,865 776 198 22,438 11,774 2,175 7 Common stock Capital surplus Additional paid-in capital Retained earnings Legal reserve Accumulated profit Retained...

  • Page 28
    Membership Deferred tax assets Allowance for loss on investments in subsidiaries and affiliates Total assets 4 Unrealized gain on available for sale securities -1,815 6,110 74,576 133,852 7,908 Stock acquisition rights -21 Total net assets 133,852 Total liabilities and net assets 30

  • Page 29
    ... to December 31, 2009) (Yen in millions) Account Sales Revenue Sales Royalty Cost of sales Gross profit Selling, general and administrative expense Operating income Non-operating income Interest income Interest on marketable securities Dividend income Global system income Exchange profit Others Non...

  • Page 30
    ...December 31, 2009) (Yen in millions) Shareholders' equity Capital surplus Common stock Additional paidin capital Balance as of December 31, 2008 Movement for this period Issuance of new stock Issuance of new shares(exercise of stock acquisition right) Dividend of surplus Net income Sales of treasury...

  • Page 31
    ... ACCOUNTING POLICIES) 1. Accounting for evaluation of assets (1) Securities Investments in subsidiaries and affiliates. Cost basis by moving average method Other securities Available-for-sale with market value: The securities are stated at the market value method based on the value at the end...

  • Page 32
    ... all retirement benefits for termination in the fiscal term. 4. Revenue Recognition Policy Sales recognition policy for PCS Basically, the product license agreement contracted with the end-user contains provisions concerning PCS (customer support and upgrading of products and its pattern files). The...

  • Page 33
    ... (1,000,000) yen with any amount less than such unit being disregarded. Changes in accounting policy Accounting Standard for Lease Transactions Non-ownership-transfer finance leases were subject to accounting treatment for operating leases. However, effective from this fiscal year, the Company has...

  • Page 34
    ...: (Yen in millions) Nondeductible deferred revenue Nondeductible accrued enterprise taxes Nondeductible amortization of intangibles Nondeductible contingent liability Nondeductible allowance for retirement benefit Nondeductible loss on investment securities Nondeductible allowance for sales return...

  • Page 35
    ... for business services: For the receipt of the license fees: 13,615 Accounts receivable 8,063 Accounts 10,163 payable, other Accounts receivable 4,183 Trend Micro (EMEA) Limited (Ireland) Directly wholly owned 6,607 626 Terms and Conditions of the Transactions and the Policies for the...

  • Page 36
    (NOTES ON PER SHARE INFORMATION) 1. 2. The net assets per share: The net income for the term per share: 513.04 yen 139.45 yen (NOTES ON MATERIAL SUBSEQUENT EVENTS) N/A (OTHER NOTES) N/A 38

  • Page 37
    ...Partner and Certified Public Accountant Yutaka Yuguchi In accordance with Article 444, paragraph 4 of the Companies Act, we, the Audit Corporation, have audited the consolidated financial statements of Trend Micro Incorporated for the consolidated fiscal term commencing on January 1, 2009 and ending...

  • Page 38
    ... Audit Corporation INDEPENDENT AUDITOR'S AUDIT REPORT February 17, 2010 To The Board of Directors of Trend Micro Incorporated KPMG AZSA & Co. Designated, Engagement Partner and Certified Public Accountant Hiroyuki Sakai Designated, Engagement Partner and Certified Public Accountant Yutaka Yuguchi...

  • Page 39
    Certified copy of the audit report by the Board of Corporate Auditors AUDIT REPORT In order to audit the business activities of the Directors undertaken during the 21st fiscal year from January 1, 2009 to December 31, 2009, we, the Board of Corporate Auditors, prepared this Audit Report based on the...

  • Page 40
    ... & Co. who had been appointed as the Company's accounting auditor was executed in an appropriate manner. February 17, 2010 Trend Micro Incorporated Board of Corporate Auditors Full-time Corporate Auditor Fumio Hasegawa Corporate Auditor Yasuo Kameoka Corporate Auditor Koji Fujita (Note: All three...