Trend Micro 2011 Annual Report Download

Download and view the complete annual report

Please find the complete 2011 Trend Micro annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 44

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44

(Translation)
Business Report
(From January 1, 2011, to December 31, 2011)
1. Business Review
(1) Process and Results of Business Operations of the Group
During this term of fiscal year 2011, from January 1 to December 31, just when the world
economy had made a brisk recovery from the stagnation caused by the global financial crisis, it
confronted the disaster of Japan and the entire world, and the deterioration of the European
financial crisis. The world economy seemed to be back to a global recession mood.
Starting from Greek debt crisis, the European financial crisis was getting into more disarray. The
European financial crisis became the destabilizing factor on the global recession and world
financial market. The US economy was also substantially slowing down the economic recovery
since beginning of the 2011. Though the various economic indexes showed a little improvement at
the end of the year, it was still down in part due to the downgrade in the housing market and
high levels of unemployment. In addition, there is increasing concern that the economic
momentum of emerging countries was slowing down due to domestic demand with the tightened
credit and weak external demand. The overall state of the world economy is still uncertain and in
flux.
Japans economy continued to be affected by natural disasters over the year with a considering
large amount of anxiety over the soaring budget deficit, employment improvement, deflationary
recession, the electric power shortage, and the yen at historically high levels. Under the many
negative affects of macro economy, Japans economy seems to be still a long way from recovery.
In the worldwide Information Technology Industry, despite the business demands in emerging
countries, worldwide PC shipments were in a decline caused by worldwide recession and short
supply of parts. It was recorded as the worst year of the decade for PC shipments in the US. On
the other hand, new IT technology and services were attracting a great deal of attention as the
driving forces of political and economical action tools. Moreover, those new IT services worked
well in aid for reconstruction after the Great East Japan Earthquake. In 2011, IT spending
increased more than originally expected mainly due to increasing demand for mobile devices such
as smartphones, cloud computing, and SNS.
In the computer security industry, hacking / cracking tools held most of worldwide incidents in
the reports. According to the virus infection damage incident report, Japan reported 7,750
infections during 2011. Virus infections has been decreasing every year and showed a substantial
decrease from 2010 at 16,908 and reducing for four years in a row. Though incidents reports has
been decreasing every year because of 2 major trends, more “monetary gain or data stealing” and
“more targeted,” threats itself increases the intensity of the crimes over the world. The article of
the enterprise hacking attack incidents were widely reported in 2011. That popular attack
technique is called Advanced Persistent Threat (APT). With APTs, businesses face a constantly
evolving threat landscape. APTs are sophisticated, multifaceted attacks targeting a particular
organization. This type of attack technique is becoming more sophisticated. At the same time, in
the consumer market, there are variable devices and services like smartphones and SNS which
make it easy to access and exchange vital information including monetary information. Thus,
security is not only for the devices themselves, but also the cloud computing services and data
being used in the devices.
Under such an environment, our group business conditions are as follows:
1

Table of contents

  • Page 1
    ... services worked well in aid for reconstruction after the Great East Japan Earthquake. In 2011, IT spending increased more than originally expected mainly due to increasing demand for mobile devices such as smartphones, cloud computing, and SNS. In the computer security industry, hacking / cracking...

  • Page 2
    ... systems including servers, PCs and peripheral devices. Financing There are no special instructions. (3) (4) Acquisition and Disposals of Shares, Other Equities, and Stock Subscription Rights in Other Companies. Stock Acquisition on February 1st, 2011 Acquirer Trend Micro Incorporated (US) 2

  • Page 3
    ... reputation services; Provilla, Inc. in 2007 for data leak prevention (DLP); Identum in 2008 for email encryption technology; Third Brigade Inc. in 2009 for Host Intrusion Prevention System (HIPS); Humyo in 2010 for online storage and data synchronization services ; and Mobile Armor in 2011 for data...

  • Page 4
    ... (Australia) Trend Micro (EMEA) Limited (Ireland) (Notes) Development and sale of security-related products Provision of business support for subsidiaries and development and sale of security-related products 400,000 euros 100% The consolidated accounts cover all subsidiaries and affiliated...

  • Page 5
    ... Office (Naka-ku, Nagoya) Overseas Subsidiaries: Trend Micro Incorporated (Taiwan) Trend Micro Incorporated. (U.S.A.) Trend Micro Australia Pty. Ltd. (Australia) Trend Micro (EMEA) Limited (Ireland) (10) Employees Name of Divisions Sales Division Marketing Division Product Support Division...

  • Page 6
    ...Status of Shares Total Numbers of Shares authorized to be issued by the Company: 250,000,000 shares Total Number of Outstanding Shares: 131,554,269 shares (excluding treasury stock of 8,738,735 shares) Number of Shareholders: 7,538 The Top 10 Shareholders: Name of Shareholders Number of Shareholding...

  • Page 7
    ...5,029 (ii) Number and Type of Shares subject to Stock Acquisition Rights Common stock From Twenty-first to Twenty-third: 354,000 shares (500 shares per stock acquisition right) From Twenty-fourth to Twenty-eighth-A: 502,900 shares (100 shares per stock acquisition right) (iii) ( Issue price of stock...

  • Page 8
    ... Number and Type of subject shares: Common Stock: 2,176,900 shares (100 shares per stock acquisition right) Issue price of stock acquisition rights: Without consideration Exercise price of stock acquisition rights: 2,557 yen per share Exercise Period From July 16, 2011, to July 14, 2016 Total stock...

  • Page 9
    ... Number and Type of subject shares: Common Stock: 2,070,100 shares (100 shares per stock acquisition right) Issue price of stock acquisition rights: Without consideration Exercise price of stock acquisition rights: 2,406 yen per share Exercise Period From December 16, 2011 to December 14, 2016 Total...

  • Page 10
    ...487 (ii) Type and Number of Shares subject to Stock Acquisition Rights Common stock From Nineteenth to Twenty-third: 6,648,000 shares (500 shares per stock acquisition right) From Twenty-fourth to Twenty-eighth-B: 9,548,700shares (100 shares per stock acquisition right) (iii) ( Issue price of stock...

  • Page 11
    ...country of residence of the holder, this paragraph shall not apply to the extent that such conflict arises. (c) If stock acquisition rights are pledged or any security interest on the stock acquisition is established, the holder of the relevant stock acquisition rights may not exercise the same. 11

  • Page 12
    ... the Group Chairman and Representative Director President and Representative Director/ CEO of Trend Micro Group Representative Director/ COO & CFO of Trend Micro Group Director, General Manager Japan, LAR, APAC Region, Global Marketing Director Significant Job Titles at Other Organizations Ikujiro...

  • Page 13
    ... during the term of office for one Director (an outside director) who retired at the conclusion of the 22nd Ordinary General Meeting of Shareholders held on March 25, 2011. 2. Remunerations paid to Directors include the amount of 173million yen of stock options granted to Directors. (This does not...

  • Page 14
    ...meetings of the Board of Corporate Auditors mainly based on his expert knowledge as a certified public accountant. Attended all 8 meetings of the Board of Directors and all 15 meetings of the Board of Corporate Auditors. He raised questions or expressed opinions when necessary in order to ensure the...

  • Page 15
    ... Remuneration, etc. Paid to Accounting Auditor (Millions of yen) (i) (ii) Amount of fees and charges paid to accounting auditors for the term under review Total amount of cash and other financial benefits payable by the Company and its subsidiaries Instruments and Exchange Act are not separated for...

  • Page 16
    ... by reference to the results of discussions at the Executive Meetings held every quarter, as well as in the periodical budget review process. As for the execution of operations based on decisions of the board of directors, the person in charge, their responsibilities, and the details of execution...

  • Page 17
    ... held every quarter and the 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. To ensure...

  • Page 18
    ... changes or introduction of accounting policies; and Other important compliance matters. Furthermore, in the event that an employee finds important matters regarding ï,,, ï,... and ï,‡ above, he or she may report to the Corporate Auditors directly. ii) By maintaining proper implementation of the Code...

  • Page 19
    ... auditors shall attend the board of directors' meetings and important meetings such as the meetings of the Compliance Security Committee and the Executive Meetings in order to grasp the important decision-making processes and the execution of operations. They may also review approval documents and...

  • Page 20
    ...> (Yen in millions) Amount Current assets Cash and bank deposits Notes and accounts receivable, trade Marketable securities Inventories Deferred tax assets Others Allowance for bad debt 151,222 71,883 21,011 37,734 425 15,175 5,041 -50 Non-current assets Property and equipment Office furniture...

  • Page 21
    ...201,765 Shareholders' equity Common stock Additional paid-in capital Retained earnings Treasury stock, at cost Accumulated other comprehensive income Net unrealized gain(loss) on debt and equity securities Foreign currency translation adjustment Stock acquisition right Minority interest Total net...

  • Page 22
    ...From January 1, 2011 to December 31, 2011) Account (Yen in millions) Amount 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 Equity in earnings of affiliated companies Others...

  • Page 23
    ...1, 2011 to December 31, 2011) Shareholders' equity Common stock Additional paid in Capital 21,111 Retained earnings 92,324 Total Treasury stock shareholders' equity -21,834 109,988 (Yen in millions) Balance at the end of previous period Movement for this period Dividend of surplus Net income Sales...

  • Page 24
    ... Name Trend Micro Incorporated Trend Micro Incorporated Trend Micro Australia Pty. Ltd. Trend Micro (EMEA) Limited (Taiwan) (U.S.A) (Australia) (Ireland) (3) The Company has no unconsolidated subsidiaries. 2. Matters Concerning Application of Equity Method (1) Number of the Affiliate Companies...

  • Page 25
    ...of the amount. Allowance for sales return In order to provide a reserve against future losses from sales return subsequent to the fiscal year end, allowance for sales return is provided based on past experience of the sales return rate. Allowance for retirement benefits In order to provide a reserve...

  • Page 26
    ... Policy Sales recognition policy for PCS The product license agreement contracted with the end-user contains provisions concerning PCS (customer support and upgrading of products and their pattern files). The Company applies the following revenue recognition method for the share of PCS revenue. PCS...

  • Page 27
    ... the exercise of stock acquisition right 2. 17,900 shares Matters Concerning Dividends Paid out of the Surplus during the Consolidated Fiscal Term The annual shareholders meeting held on 25 March, 2011 Ordinary shares 9,347 million yen 70.00 yen 31 December 2010 28 March 2011 The resolution The...

  • Page 28
    ...Marketable securities and investment securities are debt securities, etc., even those of financial institutions with superior creditworthiness, and are exposed to market price fluctuation risks as well as foreign currency exchange fluctuation risks. Payables such as accounts payable, trade, accounts...

  • Page 29
    ... investment securities With regard to these assets, fair values of shares are based on the market prices quoted on stock exchanges, while those of bonds are based on the market prices quoted on stock exchanges or obtained from the relevant financial institutions. Liabilities (1) Accounts payable and...

  • Page 30
    (NOTES ON MATERIAL SUBSEQUENT EVENTS) N/A (OTHER NOTES) N/A 30

  • Page 31
    ... Allowance for sales return Deferred revenue Others 42,634 116 10,167 263 2,067 177 45 28 511 29,205 51 16,764 15,186 2 1,574 59,398 -1 Non-current liabilities Deferred revenue Long-term accounts payable Allowance for retirement benefits Total liabilities Shareholders' equity 73...

  • Page 32
    Security deposits Memberships Deferred tax assets 497 Treasury stock Valuation and translation Unrealized gain on available for sale securities Stock acquisition rights Total net assets -26,460 -1,775 -1,775 6,719 77,979 137,377 4 adjustment 8,159 Total assets 137,377 Total liabilities and net...

  • Page 33
    ...December 31, 2011) (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 Gain on sales of marketable securities Global system...

  • Page 34
    Income tax current Income tax deferred Net income 8,125 1,678 9,803 15,602 34

  • Page 35
    ... 0 18,386 21,108 0 3 20 6,254 59,976 Balance at the end of current period Shareholders' equity Total shareholders' equity 71,406 Treasury stock Stock Total net acquisition Unrealized gain assets right on available for sale securities -3,813 8,734 76,328 Revaluation surplus Balance at the...

  • Page 36
    ... 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 using the market value method based on the value at the end...

  • Page 37
    ... Allowance for sales returns Allowance for retirement benefits: 4. Revenue Recognition Policy Sales recognition policy for PCS 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 38
    6. All the amounts shown in yen in this document have been expressed in the unit of one million (1,000,000) yen with any amount less than such unit being disregarded. Changes in accounting policy Adoption of "Accounting Standard for Asset Retirement Obligations" From this fiscal year, the "...

  • Page 39
    ... of intangibles fixed assets Nondeductible accrued liability Nondeductible allowance for retirement benefits Nondeductible stock acquisition right cost Valuated difference on available-for-sale Others Deferred tax assets sub total Valuation allowance Total deferred tax assets 17,653 983 768 567 354...

  • Page 40
    ... Company under finance lease agreements without transfer of ownership. (NOTES ON TRANSACTIONS WITH THE RELATED PARTIES) Subsidiaries and affiliates N/A (NOTES ON PER SHARE INFORMATION) 1. 2. The net assets per share: The net income for the term per share: 541.67 yen 118.07 yen (NOTES ON MATERIAL...

  • Page 41
    ...'S AUDIT REPORT February 14, 2012 To The Board of Directors of Trend Micro Incorporated KPMG AZSA LLC Designated, Limited Liability Partner and Certified Public Accountant Hiroyuki Sakai Designated, Limited Liability Partner and Certified Public Accountant Keiji Ikeda In accordance with Article 444...

  • Page 42
    ...'S AUDIT REPORT February 14, 2012 To The Board of Directors of Trend Micro Incorporated KPMG AZSA LLC Designated, Limited Liability Partner and Certified Public Accountant Hiroyuki Sakai Designated, Limited Liability Partner and Certified Public Accountant Keiji Ikeda In accordance with Article 436...

  • Page 43
    ... the assets at the Head Office and other principal business offices. Also, we regularly received reports from the Directors and other employees, requested explanation from them whenever necessary, and expressed our opinions on the resolution of the Board of Directors concerning the establishment of...

  • Page 44
    ... We found that the business report and its supplementary schedules fairly reflect the Company's business situation in conformity with and pursuant to the applicable laws and the Articles of Incorporation of the Company. (ii) No misconduct concerning the performance of Directors' duties or material...