Business Domains. (Sales for each of these businesses as a percentage of net sales are shown in the chart.)

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1 Business Domains USEN operates in five business domains -- broadcasting services, the broadband business, retail businesses, the karaoke business, and Internet services. (Sales for each of these businesses as a percentage of net sales are shown in the chart.) For the term under review, the Company posted consolidated net sales for all businesses of 90,958 million or a 4,904 million decrease from the same period of the previous term. We also registered a recurring loss of 7,622 million compared with a recurring profit of 307 million for the previous term. Due to an extraordinary loss incurred from expenses for the removal of coaxial cables and an extraordinary depreciation for the future removal of coaxial cables, the Company posted a net loss of 24,306 million. At term-end, the Company had 190 offices (286 in the previous term) and 6,929 employees on a consolidated basis (7,368 in the previous term) as a result of closing and integrating a number of offices in line with the digitization of the broadcasting services. 12 Business Domains

2 Broadcasting Services USEN has established the world s largest cable broadcasting services business, boasting 80% of the Japanese market. We broadcast our original programs to all kinds of venues where people meet, and have earned a high reputation among corporate and retail as well as individual customers. 64, % Broadband Business In March 2001, we became the first company in Japan to offer commercial-use optical fiber broadband services, using the nationwide cable network that we had already constructed for our existing business. USEN leads the broadband era in Japan, with the greatest network capacity and the highest bandwidth to deliver the best original contents. 1, % Retail Businesses We have employed our entertainment and business know-how to create a unique nationwide retail business. We can boast that we have attracted a high number of mainly repeat customers with our fundamental stance of addressing the different needs of each local community. We are also eager to develop new types of retail shops. 12, % Net Sales Karaoke Business We attract a large number of fans from all segments of the karaoke market through sales of a rich variety of equipment, primarily for karaoke-on-demand services for retail customers, and high-quality follow-up services to meet retail customers needs. The excellence of our products and service capabilities has given us close to the top share in the industry. 6, % Internet Services We have developed an extensive lineup of products to suit both all types of customer demographics and Internet business market trends. We provide services that meet all of these needs and ensure high customer satisfaction. 4, % Business Domains 13

3 Broadcasting Services R I W evenues decreased as the retail market shrank. n contrast to a decline in the number of users in the retail market, those in the consumer market increased. e will reduce fixed costs by switching to communications satellites for music broadcasting. We are seeing decreases in both revenues and subscriber numbers in our cable broadcasting services, which have long been our core business. We are planning to counteract this tendency, however, by implementing new measures such as reducing fixed and operational costs and developing new customer segments. Background In 1961, the Company launched its broadcasting services, transmitting music contents via coaxial cable to service users. Since our start in the broadcasting business we have done our utmost to meet the needs of the market, and for this we have received highly favorable user feedback. We have now established ourselves as the world s largest music broadcasting service. Broadcasting services subscribers Retail approx.780 thousand Consumer approx.470 thousand A total of approx million subscribers as of August 31, 2002 Broadcasting services have been our core business since our establishment. By wiring homes or establishments with our own coaxial cables and leasing tuners, we offer subscribers music and information broadcasting services. Usen440, one of our most well-known services, offers 440 channels and has become a regular part of the entertainment infrastructure in Japan. Employing a meticulous follow-up system, we have helped this business to retain customer loyalty in each service area, and are building a system that enables us to secure to long-term, stable returns from this business. The number of individual customers has recently 14 Broadcasting Services

4 increased, and they now account for approximately one-third of our total number of customers. SOUND PLANET System Setup We also initiated the Sound Planet music broadcasting service via satellite in May This service offers over 400 music channels in highquality digital sound. This service has also enabled us to offer services to areas where coaxial cable cannot be laid. We are planning to reduce infrastructure maintenance costs by switching over existing cable services to satellite. External antenna Antenna-tuner Tuner Sound output Tuner-stereo Speaker output Tuner-speaker USEN440 With more than 400 channels of unique and popular programs, USEN440 is not only unrivalled in Japan, it is also the world s largest cable music broadcasting service. (http://www.usen440.com/) SOUND PLANET Digital satellite broadcasting provides 422 channels of programs, broadcast in the high sound quality that only digital satellite can offer. (http://www.usen-cs.com/) Revenues from broadcasting services fell 7.0%, or 4,855 million, to 64,917 million, but operating profit rose 66.4%, or 1,089 million, to 2,731 million. Retail customers, who are our primary marketing targets, have suffered from the downturn of the domestic economy, which resulted in a shrinkage of the market. In these circumstances, the Company had a total of 786,973 retail customers at term-end. MSTV (Multimedia satellite TV) This multimedia contents transmission service enables us to provide simultaneous transmission of data and image contents via telecommunications satellite. It is a popular BGM service with commercial establishments such as family-style restaurants and convenience stores. Although the number of new subscribers to Sound Planet has increased the total number of individual users, this figure at term-end amounted to a modest 469,177. As a result, we registered a total of 1,256,150 subscribers, or a decline of 67,380 from the previous term. Broadcasting Services 15

5 Broadband Business D I D elivering a wide range of products to meet various customer demands ncreasing the number of subscribers, along with the growing demand for high-speed Internet access ifferentiating our products with customer-focused features Our broadband services, which comprise the three key components of network infrastructure, Internet service provider, and contents provision, have earned the enthusiastic support of many users. USEN offers reliable, high-speed, always-on Internet access services via optical fiber cable, based on the vertical integration of the key components of network infrastructure, ISP, and broadband contents. The Ministry of Public Management, Home Affairs, Posts, and Telecommunications announced that there were 5.77 million broadband users in Japan as of the end of August 2002, a massive 247% increase over the same point of the previous year. USEN optical fiber broadband services boast the maximum throughput of 100 Mbps for both uploading and downloading. We offer the BROAD- GATE 01 Internet access for individual users and the BROAD-GATE 02 for corporate users, and we were the first in Japan to offer VoIP services via optical fiber cable with the launch of our GATE CALL service in March 2002, which has greatly contributed to enhancing the competitiveness of our services. By the end of the term, the Company had 89 service areas and 30,180 subscribers, and had completed 16,081 installations. Revenues from the broadband business totaled 1,012 million, a steep 905.4% increase over the previous year, and the BROAD-GATE 01 broadband contents portal site offered 6,921 contents. BROAD-GATE 01 Type E This service, designed for home use, provides super high-speed broadband access via optical fiber. With outstanding specs such as transmission speeds of up to 100 Mbps, this is state-of-the-art broadband. BROAD-GATE 01 Type V (VDSL) This high-speed internet access especially service for condominium residents deploys optical fiber to the building and uses telephone line for last access to the users.this is strategically designed to help us cultivate new markets. GATE CALL Japan's first commercial voice over IP service to deploying optical fiber, GATE CALL was launched in March 2002 as a competitive option of our optical fiber broadband services. BROAD-GATE 02 This is a 100 Mbps super high-speed broadband service offered via optical fiber cable for corporate use. Subscribers can select from four types of basic internet access use and various options. 16 Broadband Business

6 Retail Businesses W D D ith the opening of two new establishments, our total number of retail businesses reached 101 eveloping highly stable and profitable businesses that meet the needs of the market eveloping new karaoke facilities based on our concept of combining meals and entertainment By developing firmly based businesses, primarily karaoke establishments, we have increased our profitability. This business is chiefly concerned with the direct management of our U-bou karaoke establishments. Secondary businesses include operating cafes, restaurants, and franchised restaurants. During the term, the Company opened two new cafe-type establishments featuring billiards and karaoke in December 2001 BORA BORA Tokorozawa and BORA BORA Tachikawa giving us a total of 101 retail businesses. We have developed and managed karaoke and other retail establishments that meet customers needs, clearly distinguishing ourselves by our operations, against the background of change in consumers tastes and preferences. As a result, we have been able to develop a solid and highly profitable business. Revenues from our retail businesses fell 197 million to 12,413 million, while operating income rose 18.3%, or 233 million, to 1,504 million. U-bou Karaoke Establishments These establishments offer customers spacious, relaxing rooms and fine dining from an abundant menu. The 80 U-bou establishments nationwide have got hight popularity in each region. COLONIAL Living / Café. Restaurant & Private Room This café / restaurant offers customers authentic Asian cuisine and a unique party atmosphere in its private dining rooms. AFRICA Café Restaurant Lounge The AFRICA Café Lounge / Restaurants offer customers unique cuisine,wine,cocktails with the latest lounge music. KITSUNE Bar Dining This establishment, which presents customers with six rooms arranged like a labyrinth, is a bar / restaurant with a relaxed, sophisticated atmosphere where customers can enjoy music, conversation, and fine cuisine. PANNAM Bar Lounge / Restaurant Designed to be reminiscent of old-style Hawaii, the service and entertainment available at this bar lounge / restaurant have made it a firm favorite with customers. Bora Bora Café / Billiard Area and Karaoke This establishment consists of café and billiards areas as well as private rooms for enjoying karaoke. Retail Businesses 17

7 Karaoke Business S A E Selling and renting commercial-use karaoke equipment chieving increased revenues and acquiring almost the top position in the industry nhancing revenues and achieving stable management through business integration with other players By recording stable earnings, we are placing ourselves firmly among the winners in the present era of intense competition. We began developing our karaoke business in In addition to developing and providing the U-kara3 commercial-use karaoke transmission service, which has a highly varied content and real entertainment value, we have acquired many loyal customers and achieved stable profits by introducing new models of karaoke equipment with unique features and functions. In March 2002, we launched sales of the new B-Kara model karaoke unit, which offers more music selections and incorporates a new search function. Thanks to a merger between the subsidiary U s BMB Entertainment Corp. and Taikan Co., Ltd. in August 2002, we were able to improve sales to businesses in the nighttime entertainment market (bars and similar establishments), and we improved our share of the market. A downturn in the nighttime entertainment market has led to more intense competition within the commercial-use karaoke industry. Amid these conditions, revenues from our karaoke business fell 11.6%, or 913 million, to 6,972 million. Operating profit, however, rose 69.7%, or 540 million, to 1,315 million. Now that we have achieved a position near the top in the industry, we will continue to solidify our position as a successful player amid today s fierce competition. B-Kara This state-of-the-art karaoke-on-demand equipment includes access to over 30,000 songs from the largest selection of musical artists recordings. Its remote control unit can be used to search for and select songs, replace song selections, and reserve a maximum of 99 song selections. U-kara3 Employing state-of-the-art technology and offering high sound quality, this karaoke machine contains all the features of the latest machines in a compact body. New songs are incorporated into the system within 3 days from their release. This machine includes a number of other attractive features. neon-r This is an on-demand karaoke system that also contains over 20,000 song recordings and 410 background videos. Designed to meet the needs of a variety of markets, this machine offers users a convenient and easy-to-use interface. 18 Karaoke Business

8 Internet Services E T W arned high reputation by providing various Internet services and follow-up care he Company posted a moderate increase in revenues e will continue to offer value-added services tailored to our broadcasting service customers We are developing a variety of services that will contribute to sales in the broadcasting services. We have developed a wide variety of services tailored not only to individuals and families (the consumer market), but also to companies (the corporate market). These services, which have been well received, include server rentals, ASP (application service provider) services for business hoping to introduce e-services, and management of sites such as our Netprice Mall Internet shopping mall and our Town Pita coupon information search site. Our Internet services are positioned as a crucial support for generating revenues from our broadcasting services, which are the primary source of corporate revenues. Revenues from these services rose a modest 5.7%, or 264 million, to 4,902 million, and operating profit rose 5.7%, or 283 million, to 799 million. The business planning and operational function of Netprice Mall, an Internet shopping mall, was transferred to USEN from the affiliate netprice, Ltd. in December 2001, enabling us to offer integrated services from business planning to sales. By launching the Town Pita site, a search engine for coupon information (13,388 registered users as of term-end), in May 2002, we enhanced consumer convenience by offering discount coupons, drawing many site visitors to the establishments operated by our retail customers. Town-Pita, Gourmet-Pita, and Night-Pita Town Pita (www.townpita.com) is Japan s largest Internet portal site for information on coupons and other bargains. Gourmet-Pita (www.gurupita.com) is a popular gourmet site with one of the largest numbers of participating restaurants, and Night Pita (www.nightpita.com) is a search engine for nighttime entertainment spots. These sites offer high value-added service in the form of support to our retail customers. Storetool and SiteServe Storetool provides all the solutions necessary for managing an online store. SiteServe is a server hosting service optimized for the Japanese network environment. Complete lineup of Internet products Netprice Mall This is one of the largest shopping mall sites in Japan. With this service, users can easily set up their own e-shops, without special computer knowledge or experience. (www.netpricemall.com) USEN offers a complete lineup of sophisticated hardware and software products, including services such as InfoPocket, which allows mobile phone users to set up Internet home pages and transmit e-zines, and PUON, an Internet service provider with 562 access points nationwide. Internet Services 19

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