Information for Shareholders companies, a consolidated subsidiary, and we moved into the golf...

From April 1, 2011 to March 31, 2012

Business Year: From April 1 of each year to March 31 of the following year

Record Dates: Year-end dividends: March 31 of each year Interim dividends: September 30 of each year

General Meeting of Shareholders: June of each year

Transfer Agent/ Special Account Administrator: Mitsubishi UFJ Trust and Banking Corporation

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(However, when there is a problem or otherwise inevitable incidents that cannot be disclosed digitally, a notice will be placed in the Nihon Keizai Shimbun.)

Notice to Shareholders

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(3) Accrued dividends can be received at the head office and branches of Mitsubishi UFJ Trust and Banking Corporation.

Information for Shareholders

How was the business environment during fiscal 2012?

01

Despite a temporary weakening in the number of customers

attracted and a slowdown in operations at pachinko parlors

due to the impact of the Great East Japan Earthquake, the

amusement machine industry quickly recovered to pre-disaster

levels. According to data released by the National Police

Agency in April 2012, the number of pachinko parlors as of

December 31, 2011 was 12,323, down 1.3% from the

previous year. Although the downtrend in the number of

pachinko parlors was still intact, the rate of decline slowed as

bankruptcies among pachinko parlors reached a 10-year low.

The number of installed amusement machines edged up 0.6%

to 4,582 thousand, continuing the previous year’s rise against

the backdrop of recovery in popularity of pachislot machines.

Looking at amusement machine sales, sales of pachinko

machines were in a downtrend, reflecting sluggish sales in the

market overall. Sales of pachislot machines, on the other

hand, remained firm across the market as a whole thanks to a

rebound in replacement demand.

How were your operating results during the fiscal year under review?

02

Given the environment, our Group endeavored to develop

amusement machines offering novelty and new functions that

anticipated the needs of end users, and undertook to

encourage reuse of machines and cut procurement costs for

parts/materials.

Inaugural Message of the President

My name is Katsuya Minei, and I was appointed president as

of June 28, 2012.

The prolonged economic slowdown and the strong

tendency among consumers to economize on leisure due to

uncertainty about the economy has led to a contraction in the

leisure market and perpetuated the harsh conditions facing

the leisure industry. I find it very sobering to be assuming the

heavy responsibilities of president in the midst of these

significant changes in our social and economic environment.

In the amusement machine business, we will seek to bolster

our development systems and accurately discern changes in the

market environment, thereby continuing to work to develop

amusement machines that win the support of customers. We

will seek to improve confidence in our products, enhance our

brand strength, and further expand our share of sales by

consistently providing such products to the market.

In the fiscal year ended March 31, 2012, we made PGM

Holdings K.K., one of Japan’s largest golf course ownership/

operation companies, a consolidated subsidiary, and we

moved into the golf business to build a new revenue base.

In the future, we will situate the golf business as a new

pillar of revenue alongside our core amusement machine

business as we strive to transform ourselves into a

comprehensive leisure company to enhance our revenue base

and improve our corporate value. We pledge to devote our full

efforts to the development of the Heiwa Group.

Number of Pachinko Parlors and Number of Installed Amusement Machines per Parlor Number of Installed Amusement Machines

Source: National Police AgencyNote: Number of installed amusement machines includes arrange-ball machines and mahjong ball game machines.

0

100

300

400

200

500

5

0

15

10

20

25(units) (thousand parlors)

09 10 112002 03 04 05 06 07 080

1,000

3,000

2,000

4,000(thousand units)

09 10 112002 03 04 05 06 07 08

Chart 1 Chart 2

Installed Pachinko Machines Installed Pachislot MachinesNumber of Installed Amusement Machines per Parlor

Number of Pachinko Parlors

Mar. 1991 Director, Olympia Co., Ltd.

July 1993 Managing Director, Olympia Co., Ltd.

July 1994 Senior Managing Director, Olympia Co., Ltd.

June 2003 Representative Director/Executive Vice President, Olympia Co., Ltd.

May 2005 Representative Director/President, Olympia Co., Ltd.

June 2007 Representative Director/Executive Vice President, Heiwa Corporation

(Non-Executive) Director, Olympia Co., Ltd. (present post)

Jan. 2012 Outside Director, PGM Holdings K.K. (present post)

June 2012 Representative Director/President, Heiwa Corporation (newly appointed)

Profile

I wish to extend our sincere gratitude to all of our shareholders for your continued business and support.

In this report, you will find the business results for fiscal 2012, the 44th period of the Heiwa Group,

from April 1, 2011 to March 31, 2012.

President

Katsuya Minei

2 HEIWA BUSINESS REPORT 2012 3HEIWA BUSINESS REPORT 2012

Top Management Interview To Our Shareholders

Do you have a message for your shareholders?

03

For the fiscal year ending March 31, 2013, we are forecasting

net sales of 166,900 million yen, operating income of 33,800

million yen, ordinary income of 35,700 million yen, and net

income of 23,300 million yen.

To further expand our share of sales in the amusement

machine business, we will be devising development systems

capable of adapting rapidly to changes in market trends and

continually providing the market with amusement machines

that combine diverse payout and gaming features with high

entertainment value. This should yield us sales of 200 thousand

pachinko machines and 90 thousand pachislot machines.

Aiming to build a new revenue base and further improve

corporate value, we acquired 80.49% of the shares of PGM

Holdings K.K., whose primary business is golf course

ownership/operation, through a tender offer on December 5,

2011 that marked our entry into the golf business.

As a result, our business results for the fiscal year under

review were 95,120 million yen in net sales, 20,741 million yen

in operating income, 28,282 million yen in ordinary income and

20,516 million yen in net income, representing a continued

increase in revenues and income from the previous term.

Note: The deemed acquisition date for the conversion of PGM Holdings K.K. into a

consolidated subsidiary was December 31, 2011, so the Group business

results for the fiscal year under review reflect the business results of that

company and its consolidated subsidiaries for the period January 1, 2012 to

March 31, 2012.

In the golf business, we will be providing consistently

high-quality service at all our golf courses, putting in place an

operating structure that allows golf courses to focus

exclusively on customer service as well as pursuing efforts to

heighten customer loyalty and improve the efficiency of our

golf course operations.

As for year-end dividends for the fiscal year under review,

we have decided to pay a year-end dividend of 35 yen per

share, adding a commemorative dividend of 10 yen on top of

the ordinary dividend of 25 yen per share (for an annual

dividend of 60 yen per share). We anticipate a dividend of

60 yen per share for the next fiscal year (of which 30 yen will

be the interim dividend).

We look forward to the continued support of our shareholders.

Net Sales Assets and Equity Ratio Operating Income Net Assets Net Income Net Income per Share/Net Assets per Share

100,000

80,000

40,000

(million yen)

20,000

60,000

2011/32010/3 2012/30

63,328

85,880

95,120 25,000

20,000

10,000

(million yen)

15,000

5,000

2011/32010/3 2012/30

15,276

20,741

3,740

25,000

20,000

15,000

(million yen)

10,000

5,000

2011/32010/3 2012/30

20,451 20,516

11,947

(million yen)

Fiscal year ended March 2012

(actual figures)

Fiscal year ending March 2013

(forecast)

Year-to-year comparison

Net sales 95,120 166,900 Up 75.5%

Operating income

20,741 33,800 Up 63.0%

Ordinary income

28,282 35,700 Up 26.2%

Net income 20,516 23,300 Up 13.6%

Forecast of Consolidated Business Results for the Fiscal Year Ending March 31, 2013

150,000

100,000

50,000

(million yen)

2011/32010/3 2012/30

96,717

124,826

96,326


500,000

400,000

300,000

(million yen) (%)

100,000

200,000

2011/32010/3 2012/30

75

45

60

30

15

0

148,783

406,875

156,750

61.4

64.9

27.7

Assets Equity ratio

0

1,500

1,000

500

2011/32010/3 2012/3

120.92

974.21

207.29

1,132.55

240.44

1,320.93

(yen)

Net Income per ShareNet Assets per Share

Top Management Interview Top Management Interview


Opened in 1964, the Sobu Country Club’s Sobu Course is one of the hallmark projects of the

master golf course designer Seizo Tomizawa, who has designed a number of famous courses.

The course has hosted the Taiheiyo Club Masters, the Suntory Open and numerous other

major tournaments that have left their mark on Japanese golf history, and it has been the

setting for several memorable matches between top Japanese and foreign players.

The Professional Golfers’ Association of Japan (PGA) is planning to stage the 81st PGA

Championship at this course in May 2013. The tournament dates are May 16–19, with the

20th as an optional extra date.

The prestigious Sobu Country Club’s Sobu Course boasts nearly a half-century of history

Nationwide network of golf courses operated by the PGM Group

Hokkaido

Kanto

Tohoku

Katsura Golf Club

Miho Golf Club

Rifu Golf Club

Kyushu and OkinawaShikoku

Kinki

Kansaikuko Golf Club

Wakagi Golf ClubTosayamada Golf Club

Chubu

Hananoki Golf Club

Chugoku

Takebenomori Golf Club

Special Feature Special Feature 11

Highlight

The PGM Group is one of Japan’s largest golf course owners/operators.

In addition to running more than 120 golf courses nationwide, the

PGM Group has extended its business ventures to cemeteries, hotels,

highway service area restaurants/shops, and others. These were

inherited in the process of golf course acquisition. Since it first began

acquiring and operating golf courses in 2001, the company has

expanded its revitalization business by giving full play to the individual

features and local character of golf courses and has driven the market

as an expert in golf course operation. The PGM Group is working to

become a global leader in the hospitality business sector by offering

customer-oriented service, enhancing the growth of golf courses, and

building a revenue base with long-term stability.

C o r p o r a t e D a t a

F i n a n c i a l H i g h l i g h t s

Name PGM Holdings K.K. (TSE 1st Section: 2466)

Address1-3-13, Takanawa, Minato-ku, Tokyo, Japan

Name/title of representative

Arihiro Kanda, President & Representative Director

Capital 12,712 million yen (as of March 31, 2012)

Date established December 9, 2004

(million yen)

Fiscal year ended December 2009



Operating revenue 82,335 79,519 70,758

Operating income 12,914 11,552 7,224

Ordinary income 10,486 7,846 4,932

Net income 8,633 15,297 2,273

Introduction of PGM Holdings K.K.The PGM Group, a market leader in the golf course operation/rehabilitation business,

owns/operates more than 120 golf courses nationwide.

PGM will drive Japan’s golf industry as a member of the Heiwa Group, which is seeking to become a comprehensive leisure enterprise.

Group Interrelations Diagram

Heiwa Corporation

Tokyo Stock Exchange, First Section

Golf business

PGM Holdings K.K.

Tokyo Stock Exchange, First Section

Amusement machine business

Olympia Co., Ltd.

Amusement machine business

Amtex Co., Ltd.

The Lupin The Third series of pachinko machines has captivated countless fans over the past 15 years or so. Lupin The Third: World is

Mine, the latest machine in the Lupin The Third series, appeared in parlors after a development period of about two years.

For this special feature, we brought together the Lupin The Third:

World is Mine development team and asked members to relate some of the episodes that occurred during development.

—What were your thoughts when you began development?Ueno: The Lupin The Third series enjoys the support of a broad range of fans among men and women of all ages. As we started development on the sixth in this series of pachinko machines, our goal was to build a machine capable of winning over both Lupin

The Third fans and pachinko fans.Tomioka: We wanted to build a pachinko machine that could dependably meet the expectations of “Lupin the Third” fans and still keep pachinko fans entertained for long periods. The key point in development was the screen presentation during consecutive jackpots. Our staff discussed what we could do to get people to enjoy the major jackpots more, and ultimately we went with the approach of advancing the storyline ahead step by step during consecutive jackpots.

Murakami: The fact is that the vast majority of the development team had been members of the team that worked on the previous Lupin The Third—Hunting for the Tokugawa Hoard. Partnering with old and trusted members, we wanted to create something that would not only surpass the earlier machine but was also second to no other machine.Kamei: This was the first production in which I participated as a team member. I had wanted to get involved at least once with the Lupin The Third series ever since I joined the Company. So when this project was launched, I stepped forward to ask for a place on the team. Certainly there was pressure because the series is so popular, but I was still happy to have my dream come true.Ueno: Development this time was mostly done by in-house staff, and we were fortunate in having an environment that allowed us to immediately discuss matters of concern face-to-face. This also made it easier for me as project leader to ask for the impossible [laughs].

—Where was your emphasis during development?Ueno: Given that it is such a popular series, we had to get wired

into the pachinko market to create something that would satisfy the needs of fans. Noting the incredible speed with which trends in pachinko have changed over recent years, though, we were careful in making decisions on jackpot possibilities and other specifications.Tomioka: In other words, we all had our own ideas on how things should be, so we had a hard time agreeing on the specifications [laughs]. Every change in the specifications meant a greater number of things we had to redo. Even so, our objective was a game that was two or three notches above the earlier one, so we did not feel the work was hard at all.Kamei: This game pays out about 2,000 balls (during jackpot with payout) and, because a difference in the placement of just one pin greatly alters the payout, specification changes were a major problem for the gauge staff. However, the final format was selected from among more than 100 proposed patterns, and I think everyone’s efforts were rewarded. In the end, we were able to create a gauge set-up that made the most of the hard work put into the project.

Project leader:

Akihiro Ueno

Planning:Hiroshi Tomioka

Gauge staff:

Kenjiro KameiVideo planning:Manabu Murakami

Special Feature 2Special Feature 2Development Team Members’ Roundtable Discussion

©Monkey Punch·TMS·NTV

Striving for a pachinko machine entertaining for a broad range of fans

Assembling a team that loves the Lupin gang and channeling its passion into Lupin The Third: World is Mine

Assembling a team that loves the Lupin gang and channeling its passion into Lupin The Third: World is Mine

9HEIWA BUSINESS REPORT 20128 HEIWA BUSINESS REPORT 2012

Amusement Machine Business

Net sales: 80,843 million yen

Operating income: 24,636 million yen


Operating loss: 910 million yen

Golf Business

In the amusement machine business, we launched the pachinko

machines Sengoku Otome 2, Nangoku Sodachi in Okinawa and

Komon-chama: Kotobuki among others, selling 187 thousand

pachinko machines. We also released such pachislot machines as

Pachislot Komon-chama: Hikare! Seigi no Inro!, Fujiko: Hyaku-

oku-doru no Megami and Shin Doronjo ni Omakase, and achieved

sales of 78 thousand pachislot machines.

In the golf business, we introduced a new point program in

collaboration with Yahoo Japan Corporation, renovated our

reservation and core operational systems at golf courses, and

undertook other measures to build the foundations for better

future performance. Nevertheless, record low temperatures,

snowfall, and repeated weekends of bad weather had an

adverse impact on business results.

Special Feature 2

OtherWe provided data distribution services and operated restaurants

and shops in roadside service areas.

Nangoku Sodachi in Okinawa Shin Doronjo ni Omakase© Tatsunoko Productions/Yomiuri Television 2008


Operating income: 229 million yen

Pacific Golf Management official website

http://pacificgolf.co.jp/http://pacificgolf.co.jp/

—Finally, please describe for us the appeal of this machine.Ueno: The main storyline in this game revolves around the battle between the Lupin gang as it steals jewels around the world and a mysterious group of mercenaries intent on taking these jewels from them. The longer the jackpot lasts, the more jewels Lupin The Third steals, and there are thrilling developments all the way to the very end.Murakami: The storyline was something the whole staff thought up, and we had a fun time doing it. We found creating the actual graphics very rewarding.Tomioka: We went through a number of trial-and-error efforts, even drawing on the results of a questionnaire survey on the optimal timing and duration of the searchlight gadget and the extended screen presentations to keep players excited. I hope players will

keep a close lookout for these touches not only during jackpots but during regular play as well.Murakami: Looking back on it, I do not think the screen presentation was ever finalized in one sitting during the development stage. Our intent was to pack the entire thing—the preview, the “reach action” and all the other parts—full of details to our liking.Kamei: Of course, we did this with the gauge as well [laughs].Ueno: The staff members assembled to develop this machine were all serious Lupin The Third fans, myself included. That may have led to clashes at times, but I think to that degree our individual feelings and passions were reflected in the game itself.Tomioka: I really hope people will play the game and get a sense of these passions. In the “World Reach,” where you can see just how cool the Lupin gang is, you will find our enthusiasm particularly conspicuous [laughs].

Attracting players with an original story and varied screen presentations

11HEIWA BUSINESS REPORT 2012HEIWA BUSINESS REPORT 201210

Overview of Business

Corporate activities during the fiscal year under review and the acquisition of

PGM Holdings K.K., as a subsidiary boosted year-end total assets by 258,092

million yen year on year to 406,875 million yen.

Liabilities also rose, by 229,983 million yen year on year to 282,049

million yen, primarily due to the increased loans taken out for the acquisition

of PGM Holdings shares and the consolidation of that company’s liabilities.

Current portion of long-term loans payable 14,986

Current portion of bond with subscription rights to shares 9,912

<Factors in increase> <Factors in increase>

Land 165,783

Buildings and structures 42,050

<Factors in increase>

Bonds payable 7,984

Long-term loans payable 133,695

Member deposits received 39,262

Year-end (March 31, 2011) Year-end (March 31, 2012)

Current assets88,439

Current Assets126,560

Currentliabilities72,062

Noncurrentliabilities209,987

Net assets124,826

Noncurrentassets

280,315 Currentliabilities34,918

(million yen)

Noncurrentliabilities17,146

Noncurrent assets60,343

Net assets96,717

Total assets406,875 million yen

Total assets148,783 million yen

Increase of258,092

million yen

� Noncurrent assets � Current liabilities � Noncurrent liabilities

Net sales

Although pachinko machine sales remained robust, sluggish sales of

pachislot machines produced a decline in revenues for the amusement

machine business, but the newly added golf business helped bring about an

overall increase in revenues of 9,240 million yen (10.8%) year on year to

95,120 million yen.

Operating Income

Higher selling, general and administrative expenses attributable to the

addition of the golf business were more than offset by the reductions to

manufacturing costs achieved in the amusement machine business through

the promotion of reuse and cuts in parts/materials procurement costs,

resulting in an increase in operating income of 5,464 million yen (35.8%)

year on year to 20,741 million yen.

Ordinary income

Negative goodwill amortization of 8,602 million yen posted as non-

operating income and an increase in finance income helped bring ordinary

income to 28,282 million yen.

(million yen)

FY2011from April 1, 2010( to March 31, 2011 )


Net sales 85,880 95,120

Cost of sales 46,728 50,198

Gross profit 39,151 44,921

Selling, general and administrative expenses

23,875 24,180

Operating income 15,276 20,741

Non-operating income 9,684 10,328

Non-operating expenses 273 2,788

Ordinary income 24,687 28,282

Extraordinary income 82 71

Extraordinary loss 447 200

Income before income taxes 24,323 28,152

Income taxes 3,871 7,898

Income before minority interests 20,451 20,253

Minority interests in loss − (262)

Net income 20,451 20,516

Consolidated Statements of Income


Consolidated Financial Statements Consolidated Financial Statements

(million yen)

FY2011(as of March 31, 2011)

FY2012(as of March 31, 2012)

Assets

Current assets 88,439 126,560

Noncurrent assets 60,343 280,315

Property, plant and equipment 30,079 245,155

Intangible assets 85 3,854

Investments and other assets 30,178 31,305

Assets 148,783 406,875

Liabilities

Current liabilities 34,918 72,062

Noncurrent liabilities 17,146 209,987

Liabilities 52,065 282,049

Net assets

Shareholders’ equity 96,338 111,834

Capital stock 16,755 16,755

Capital surplus 53,063 53,074

Retained earnings 42,410 57,807

Treasury stock (15,890) (15,802)

Accumulated other comprehensive income 275 957

Subscription rights to shares 102 240

Minority interest − 11,793

Net assets 96,717 124,826

Liabilities and net assets 148,783 406,875

Consolidated Balance Sheets


Consolidated Financial Statements

Shareholders’ equity Accumulated other comprehensive

income

Subscription rights to shares

Minority interest Total net assets

Capital stock Capital surplus Retained earnings Treasury stock Total shareholders’ equity

Balance as of March 31, 2011 16,755 53,063 42,410 (15,890) 96,338 275 102 − 96,717

Changes of items during the period

Dividends from surplus (5,119) (5,119) (5,119)

Net income 20,516 20,516 20,516

Purchase of treasury stock (0) (0) (0)

Disposition of treasury shares 10 88 99 99

Net changes of items other than shareholders’ equity 681 137 11,793 12,612

Changes of items during the period − 10 15,396 88 15,495 681 137 11,793 28,108

Balance as of March 31, 2012 16,755 53,074 57,807 (15,802) 111,834 957 240 11,793 124,826

(million yen)

(million yen)



Net cash provided by operating activities 23,405 13,029

Net cash provided by (used in) investing activities 396 (64,563)

Net cash provided by (used in) financing activities (20,366) 45,406

Effect of exchange rate change on cash and cash equivalents (0) (11)

Change in cash and cash equivalents 3,435 (6,139)

Cash and cash equivalents at beginning of year 38,971 42,406

Cash and cash equivalents at end of year 42,406 36,267

Consolidated Statements of Cash Flows Cash flows from operating activities

Net cash provided by operating activities was 13,029 million yen as a

consequence of income before income taxes of 28,152 million yen,

depreciation of 3,963 million yen, negative goodwill amortization of 8,602

million yen, an increase in trade notes and account receivables of 3,380

million yen, an increase in inventories of 5,624 million yen, and income taxes

paid of 8,501 million yen.

Cash flows from investing activities

Net cash used in investing activities was 64,563 million yen, primarily as a

result of proceeds from sales and redemption of securities and investment

securities of 57,135 million yen, purchase of short-term securities and

investment securities of 72,049 million yen, and purchase of investments in

subsidiaries resulting in change in the scope of consolidation of 38,493

million yen.

Corporate Data & Stock Information (as of March 31, 2012)

Corporate Data Stock Information

Stock Distribution by Type of Shareholders

Share Price Chart (monthly)

Ordinary corporations: 40,025,300 shares 40.10%

Individuals: 22,558,722 shares 22.60%

Financial instruments firms:934,285 shares 0.94%

Overseas corporations and others:10,378,060 shares 10.40%

Treasury stock:14,420,393 shares 14.45%

Financial institutions:11,492,300 shares 11.51%

1,400

1,200

1,000

1,600

1,800

0

2

4

6

11/4 75 8 9 10 11 12 12/1 2 36

Trading volume(million shares)

Share price(yen)

Trade Name: Heiwa Corporation

Head Office: 2-22-9, Higashiueno, Taito-ku, Tokyo 110-0015, Japan

URL: http://www.heiwanet.co.jp/

Foundation: 1949

Establishment: 1960

Capital: 16,755 million yen

Directors and Corporate Auditors (as of June 28, 2012): Representative Director/President: Katsuya Minei Representative Director/Executive Vice President: Toshinobu Moromizato Directors: Toshio Yoshino

Yasuaki Ikemoto Yutaka Ota Tamiki Kaneshi

Senior Corporate Auditor: Koji Kawano Corporate Auditors: Takeshi Sato

Akinori EndoDescription of Business: Development, manufacturing, sale of pachinko machines Development, manufacturing, sale of pachislot machines

Offices: Head Office, Hokkaido, Sendai, Takasaki, Tokyo, Nagoya, Osaka, Hiroshima, Fukuoka and 20 Sales Offices

Factory: Isesaki

Main Banks: Mizuho Bank, Sumitomo Mitsui Banking Corporation, Bank of Tokyo-Mitsubishi UFJ

Number of Shares Authorized

Number of Shares Issued

Number of Shareholders

228,903,400 shares

99,809,060 shares

12,890

Consolidated Statement of Changes in Net Assets FY2012 (from April 1, 2011 to March 31, 2012)

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