Table of Contents

As filed with the Securities and Exchange Commission on July 23, 2004



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

      (Mark One)

     
o   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2004

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 0-30204

Kabushiki Kaisha Internet Initiative

(Exact name of Registrant as specified in its charter)

Internet Initiative Japan Inc.

(Translation of Registrant’s name into English)

Japan
(Jurisdiction of incorporation or organization)

Jinbocho Mitsui Bldg.
1-105 Kanda Jinbo-cho
Chiyoda-ku, Tokyo 101-0051, Japan

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

     
Title of each class
  Name of each exchange on which registered

 
 
 
None
  None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Stock, no par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31, 2004, 38,360 shares of common stock were outstanding, including 7,263 shares represented by an aggregate of 14,526,000 American Depositary Shares.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o   No þ

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 o   Item 18 þ




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  EX-1.1 ARTICLES OF INCORPORATION
  EX-1.2 SHARE HANDLING REGULATIONS
  EX-1.4 REGULATIONS OF THE BOARD OF STATUTORY AUDITORS
  EX-4.5 INDIVIDUAL AGREEMENT BETWEEN INTERNET INITIATIVE JAPAN INC. AND ASIA INTERNET HOLDING CO., LTD.
  EX-4.21 SERVICE AGREEMENT BETWEEN INTERNET INITIATIVE JAPAN INC. AND IIJ AMERICA INC.
  EX-4.23 AGREEMENT ON LIMITED LIABILITY BETWEEN INTERNET INITIATIVE JAPAN INC. AND OUTSIDE DIRECTORS
  EX-11.1 INTERNET INITIATIVE JAPAN CODE OF CONDUCT
  EX-12.1 CERTIFICATIONS REQUIRED BY SECTION 302
  EX-13.1 CERTIFICATIONS REQUIRED BY SECTION 906

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Cautionary Note Regarding Forward-Looking Statements

This annual report contains forward-looking statements about us and our industry that are based on our current expectations, assumptions, estimates and projections. These forward-looking statements are subject to various risks and uncertainties. These statements discuss future expectations, identify strategies, discuss market trends, contain projections of results of our operations and our financial condition, and state other forward-looking information. Known and unknown risks, uncertainties and other factors could cause our actual results to differ materially from those contained in or suggested by any forward-looking statement. We cannot provide any assurance that our expectations, projections, anticipated estimates or other information expressed in these forward-looking statements will turn out to be correct. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

     Important risks and factors that could cause our actual results to differ materially from our forward-looking statements are generally provided in Item 3.D. and elsewhere in this annual report on Form 20-F and include, without limitation:

    that we may not be able to achieve or sustain profitability in the near future,
 
    that we may not be able to compete effectively against competitors which have greater financial, marketing and other resources, and
 
    that we may not be able to sufficiently maintain existing customers or acquire new customers to sustain or increase our systems integration business in the face of fierce competition.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers.

Not required.

Item 2. Offer Statistics and Expected Timetable.

Not applicable.

Item 3. Key Information.

A. Selected Financial Data.

     You should read the selected consolidated financial data below together with Item 5. “Operating and Financial Review and Prospects”, of this annual report on Form 20-F and our consolidated financial statements and the notes to the financial statements beginning on page F-1. The consolidated statement of operations data and per share and ADS data below for the fiscal years ended March 31, 2000, 2001, 2002, 2003 and 2004, the consolidated balance sheet data below as of March 31, 2000, 2001, 2002, 2003 and 2004 and consolidated statements of cash flows for the fiscal years ended March 31, 2000, 2001, 2002, 2003 and 2004 under operating data below are derived from our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and audited by Deloitte Touche Tohmatsu, independent auditors.

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    As of and for the fiscal year ended March 31,
    2000
  2001
  2002
  2003
  2004
  2004
    (millions of yen, except per share and ADS data)   (thousands of U.S.
                        dollars, except per
                        share and ADS data (1) )
Statement of Operations Data:
                                               
REVENUES:
                                               
Connectivity and value-added services revenues:
                                               
Dedicated access
  ¥ 9,999     ¥ 12,953     ¥ 14,303     ¥ 13,815     ¥ 12,862     $ 123,461  
Dial-up access
    4,496       4,423       3,644       3,155       3,088       29,646  
Value-added
    884       1,962       3,100       3,603       4,296       41,238  
Other
    408       592       1,668       1,726       2,118       20,328  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total connectivity and value-added services revenues
    15,787       19,930       22,715       22,299       22,364       214,673  
Systems integration revenues, including related equipment sales
    7,640       10,556       14,356       15,013       11,848       113,723  
Equipment sales
    1,875       1,390       2,834       6,706       4,567       43,839  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total revenues
    25,302       31,876       39,905       44,018       38,779       372,235  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
COST AND EXPENSES:
                                               
Cost of connectivity and value-added services revenues
    15,091       18,983       19,800       20,387       20,047       192,431  
Cost of systems integration revenues, including related equipment sales
    6,272       9,117       12,314       13,090       9,852       94,564  
Cost of equipment sales
    1,807       1,289       2,540       6,417       4,346       41,719  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total cost of revenues
    23,170       29,389       34,654       39,894       34,245       328,714  
Sales and marketing expenses
    2,604       3,252       3,038       3,176       3,528       33,859  
General and administrative expenses
    1,234       1,618       1,840       2,205       2,098       20,143  
Research and development expenses
    364       287       319       414       358       3,436  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total cost and expenses
    27,372       34,546       39,851       45,689       40,229       386,152  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
OPERATING INCOME (LOSS)
    (2,070 )     (2,670 )     54       (1,671 )     (1,450 )     (13,917 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
OTHER INCOME (EXPENSES):
                                               
Interest income
    362       454       122       67       38       360  
Interest expense
    (277 )     (643 )     (659 )     (733 )     (702 )     (6,739 )
Other — net
    (830 )     1,088       (406 )     (604 )     1,646       15,807  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Other income (expenses) — net
    (745 )     899       (943 )     (1,270 )     982       9,428  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
LOSS FROM OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)
    (2,815 )     (1,771 )     (889 )     (2,941 )     (468 )     (4,489 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
INCOME TAX EXPENSE (BENEFIT)
    (1,280 )     (926 )     1,099       911       (2,133 )     (20,474 )
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES
    (70 )     160       24       153       236       2,264  
EQUITY IN NET LOSS OF EQUITY METHOD INVESTEES: (2)(3)
                                               
Equity method net loss
    (3,180 )     (4,015 )     (5,482 )     (5,625 )     (286 )     (2,748 )

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    As of and for the fiscal year ended March 31,
    2000
  2001
  2002
  2003
  2004
  2004
    (millions of yen, except per share and ADS data)   (thousands of U.S.
                        dollars, except per
                        share and ADS data (1) )
Impairment loss on investment, advance and deposits for Crosswave
  ¥     ¥     ¥     ¥ (7,153 )   ¥ (1,720 )   $ (16,510 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total equity in net loss of equity method investees
    (3,180 )     (4,015 )     (5,482 )     (12,778 )     (2,006 )     (19,258 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
NET LOSS
  ¥ (4,785 )   ¥ (4,700 )   ¥ (7,446 )   ¥ (16,477 )   ¥ (105 )   $ (1,009 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Per Share and ADS Data:
                                               
Basic and diluted net loss per share
  ¥ (225,791 )   ¥ (209,085 )   ¥ (331,234 )   ¥ (732,955 )   ¥ (3,316 )   $ (32 )
Basis and diluted net loss per ADS equivalent
    (112.89 )     (104.54 )     (165.62 )     (366.48 )     (1.66 )     (0.0 )
Weighted average number of shares
    21,190       22,480       22,480       22,480       31,711          
Weighted average number of ADS equivalents (thousands)
    42,380       44,960       44,960       44,960       63,422          
Balance Sheet Data:
                                               
Cash and cash equivalent
  ¥ 16,158     ¥ 13,571     ¥ 11,046     ¥ 3,588     ¥ 12,284     $ 117,914  
Total assets
    39,001       50,641       45,263       32,064       42,737       410,222  
Short-term borrowings
    13,690       5,620       3,820       4,824       6,564       63,007  
Current portion of long-term borrowings, including capital lease obligations
    2,255       1,644       3,374       4,660       3,936       37,781  
Long-term borrowings, including capital lease obligations
    2,300       5,479       6,262       7,092       5,188       49,801  
Convertible notes (4)
          15,000       15,000       15,000       11,832       113,573  
Shareholders’ equity (capital deficiency)
    15,001       16,928       7,725       (10,004 )     6,214       59,648  
Operating Data:
                                               
Capital expenditures, including capitalized leases (5)
  ¥ 3,465     ¥ 3,963     ¥ 3,773     ¥ 4,893     ¥ 3,523     $ 33,813  
Operating margin (6)
    (8.2 )%     (8.4 )%     0.1 %     (3.8 )%     (3.7 )%        
Net cash provided by (used in):
                                               
Operating activities
  ¥ 1,199     ¥ (271 )   ¥ 1,161     ¥ 1,582     ¥ 1,923     $ 18,462  
Investing activities
    (7,135 )     (9,544 )     (2,457 )     (7,878 )     (852 )     (8,183 )
Financing activities
    22,192       6,428       (1,462 )     (872 )     7,669       73,609  


(1)   The U.S. dollar amounts represent translations of yen amounts at the rate of ¥104.18, which was the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York prevailing as of March 31, 2004.
 
(2)   Equity method net loss of ¥5,514 million for the fiscal year ended March 31, 2003 was based on unaudited financial information made publicly available by Crosswave and the impairment loss on investment, advance and deposits for Crosswave was determined to be the amount required to reduce the carrying amount of investment in and deposits for Crosswave at March 31, 2003 to zero.
 
(3)   The audit report of Deloitte Touche Tohmatsu in respect of our financial statements as of and for the fiscal year ended March 31, 2003 was qualified as to the effects of such adjustments, if any, as might have been determined to be necessary if sufficient evidence regarding the equity method loss, the impairment loss on investment, advance and deposits for Crosswave and the related summary information of Crosswave for the year ended March 31, 2003 was available. As described elsewhere in this annual report, Crosswave is undergoing corporate reorganization proceedings in Japan and has not prepared audited financial statements for the year ended March 31, 2003 or other sufficient evidence of its results of operations to permit our auditors to issue an audit report or our financial statements as of and for the year ended March 31, 2003 without such qualification.
 
(4)   In April 2000, we issued 1.75 percent unsecured yen convertible notes due March 2005 in the aggregate principal amount of ¥15,000 million. In November 2003, we repurchased and cancelled a portion of them, in the aggregate principal amount of ¥3,168 million.

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(5)   Further information regarding capital expenditures, including capitalized leases and a reconciliation to the most directly comparable GAAP financial measure can be found below.
 
(6)   Operating income (loss) as a percentage of total revenues.

Reconciliations of the Disclosed Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures

Capital expenditures

     We define capital expenditures as purchases of property and equipment plus acquisition of assets by entering into capital leases. We have included the information concerning capital expenditures because our management uses this measure to manage these expenditures and believes that it is useful to investors to analyze and compare companies on the basis of such investments. Capital expenditures, as we have defined it, may not be comparable to a similarly titled measure used by other companies.

     The following table summarizes the reconciliation of capital expenditures to purchase of property and equipment as reported in our consolidated statements of cash flows prepared and presented in accordance with the U.S. generally accepted accounting principles.

                                         
    For the fiscal year ended March 31,
    2000
  2001
  2002
  2003
  2004
    (millions of yen)
Capital expenditures:
                                       
Acquisition of assets by entering into capital leases
  ¥ 2,309     ¥ 2,596     ¥ 2,536     ¥ 3,578     ¥ 1,866  
Purchases of property and equipment
    1,156       1,367       1,237       1,315       1,657  
 
   
 
     
 
     
 
     
 
     
 
 
Total capital expenditures
  ¥ 3,465     ¥ 3,963     ¥ 3,773     ¥ 4,893     ¥ 3,523  
 
   
 
     
 
     
 
     
 
     
 
 

Exchange Rates

     Fluctuations in exchange rates between the Japanese yen and U.S. dollar and other currencies will affect the U.S. dollar and other currency equivalent of the yen price of our shares and the U.S. dollar amounts received on conversion of any cash dividends, which in turn will affect the U.S. dollar price of our ADSs. We have translated some Japanese yen amounts presented in this annual report into U.S. dollars solely for your convenience. Unless otherwise noted, the rate used for the translations was ¥104.18 per $1.00 which was the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York prevailing as of March 31, 2004, the date of our most recent consolidated balance sheet contained in this annual report. Translations do not imply that the yen amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars.

     The following table presents the noon buying rates for Japanese yen per $1.00 in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York;

                                 
Fiscal year ended March 31,
  High
  Low
  Average (1)
  Period-end
2000
    124.45       101.53       110.02       102.73  
2001
    125.54       104.19       111.65       125.54  
2002
    134.77       115.89       125.64       132.70  
2003
    133.40       115.71       121.10       118.07  
2004
    120.55       104.18       112.75       104.18  

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Calendar year 2004
  High
  Low
  Average (1)
  Period-end
January
  ¥ 107.17     ¥ 105.52     ¥ 106.27     ¥ 105.84  
February
    109.59       105.36       106.71       109.26  
March
    112.12       104.18       108.52       104.18  
April
    110.37       103.70       107.66       110.37  
May
    114.30       108.50       112.20       110.18  
June
    111.27       107.10       109.43       109.43  
July (through July 19, 2004)
    109.52       108.21       108.73       108.28  


(1)   For fiscal years, calculated from the average of the exchange rates on the last day of each month during the period. For calendar year months, calculated based on the average of daily exchange rates.

     The noon buying rate on July 19, 2004 was ¥108.28 per $1.00.

B. Capitalization and Indebtedness.

     Not required.

C. Reasons for the Offer and Use of Proceeds.

     Not applicable.

D. Risk Factors

      You should carefully consider the following information, together with the other information contained in this annual report on Form 20-F , including our financial statements and the related notes, before making an investment decision. Any risks described below could result in a material adverse effect on our business, financial condition or results of operations.

We have experienced operating and net losses in recent years and may be unable to achieve or sustain profitability in the near future.

     We incurred an operating loss of ¥1.4 billion and a net loss of ¥0.1 billion for the fiscal year ended March 31, 2004. We have incurred operating losses and net losses in each of the past six fiscal years, with the exception of operating income turning slightly positive for the fiscal year ended March 31, 2002. In August 2003, Crosswave Communications Inc., our former equity method investee, filed a voluntary petition for the commencement of corporate reorganization proceedings in Japan, and as a result of our equity method net loss and an impairment loss taken in respect of our investment in Crosswave, our net loss for the fiscal year ended March 31, 2003 was ¥16.5 billion, the highest net loss that we have ever experienced. We also wrote off ¥2.1 billion of loans and accounts receivable outstanding from Crosswave for the fiscal year ended March 31, 2004. We had unaudited operating income of ¥0.2 billion and net income of ¥2.0 billion for the third quarter of the fiscal year ended March 31, 2004 and unaudited operating income of ¥0.3 billion and net income of ¥0.7 billion for the fourth quarter of the fiscal year ended March 31, 2004. Our accumulated deficit as of March 31, 2004 was ¥34.8 billion.

     Operating and net losses may continue into the foreseeable future due to a number of factors, including, but not limited to:

    price reductions as a result of severe competition or failure to retain existing customers or attract new customers;
 
    deterioration of or a lack of improvement in the Japanese economy ,which could significantly curtail demand for our services in Japan;

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    costly investments in network infrastructure, research and development and other similar investments which we may make in the future in order to remain competitive;
 
    our ability to efficiently manage our backbone capacity;
 
    increased expenses relating to the leasing of additional equipment;
 
    reduced revenues and margins from systems integration business and Internet data center business and;
 
    strong competition in the retail Internet Service Provider, or ISP, market.

     Please see Item 5., “Operating and Financial Review and Prospects”, for more detailed information concerning our operations and net losses and other results.

We may not be able to compete effectively, especially against competitors with greater financial, marketing and other resources.

     Our major competitors for the connectivity and value-added services business are major telecommunications carriers like NTT Communications, KDDI, Japan Telecom, PoweredCom and their affiliates. Recently, there has been a significant amount of consolidation in the telecommunications industry in Japan. For example, Softbank Group, an operator of Yahoo! BB, a low-price ADSL service for individual customers, announced that it is planning to buy Japan Telecom, which is one of the largest telecommunications carriers in Japan. This trend may result in increased pressure from corporate customers to reduce our prices, and our revenues in connectivity services may be adversely affected. For the Internet data center services business, our major competitors are the providers like NTT Communications, KDDI, PoweredCom and Japan Telecom. Once we lose customers for such services to another service provider, it is generally difficult to reacquire those customers in the future. For the systems integration business, our major competitors are large hardware vendors like IBM, NEC and Hitachi and systems integrators like NTT Data. Our major competitors have the financial resources to reduce prices in an effort to gain market share. Even though NTT and NTT Communications purchased shares in our company in September 2003, which resulted in the NTT Group becoming our largest shareholder, we plan to continue to operate our company separately and independently from the NTT Group, and will therefore continue to compete with the NTT Group. Our competitors have advantages over us, including, but not limited to:

    substantially greater financial resources;
 
    more extensive and well-developed marketing and sales networks;
 
    higher brand recognition among consumers;
 
    larger customer bases; and
 
    more diversified operations which allow profits from some operations to offset operations with lower profitability, such as the network services for which we are competitors.

     With these advantages, our competitors may be better able to:

    sustain downward pricing pressure, including pressure on low-price Internet-access services offered to corporate customers, which are our target customers;

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    develop, market and sell their services;
 
    adapt quickly to new and changing technologies;
 
    obtain new customers; and
 
    aggressively pursue mergers and acquisitions to enlarge their customer base and market share.

We may not be able to sufficiently maintain existing customers or acquire new customers to sustain or increase our systems integration revenues in the face of fierce competition.

     A significant portion of our expected future revenue depends on our ability to maintain our existing customers and acquire new customers for our systems integration business. Our existing systems integration customer base may not be large enough to provide us with a desirable level of dependable revenues, as the addition or cancellation of a single project can result in significant fluctuations in our revenues. Margins with respect to the systems integration business also tend to be more favorable for the provision of additional services to existing customers than for the initial provision of services to new customers. Competition in the systems integration business in Japan has greatly intensified, with competitors expanding their sales forces and offering more attractive products. We may not be able to attract as many new customers as we need to maintain profitable systems integration operations due to factors such as increased competition and weak corporate investments in technology in Japan despite some recent signs of improvement in the Japanese economy. Price competition may also hurt our profitability. If we are unable to maintain our current systems integration customer base and acquire new systems integration customers and contracts or if price competition becomes more severe, our revenues may decline, and the profitability of our systems integration business and our results of operations and financial condition could be materially and adversely affected.

NTT, our largest shareholder, could exercise influence over us.

     NTT and its affiliates currently own 31.6% of our outstanding shares. In September 2003, we entered into a subscription agreement with NTT in which we granted to NTT pre-emptive rights to subscribe to its pro rata portion of any future issuances of shares by us in order to maintain its shareholding percentage. In addition, under this subscription agreement, we have agreed to allow NTT to nominate up to three persons as either directors or statutory auditors, subject to approval by our shareholders at our general shareholders’ meeting. At our general shareholders’ meeting on June 24, 2004, two directors nominated from NTT Group were appointed, one of which was nominated as an executive vice president. As a result, NTT may be able to exercise substantial influence over us. In addition, as part of this subscription agreement, we have agreed to collaborate with NTT in various businesses. While we intend to conduct our day-to-day operations independently of NTT and its group companies and believe that NTT also plans for us to operate independently, NTT may decide to exercise substantial influence over us in a manner which could impair our ability to operate independently. Furthermore, NTT may take actions that are in its best interests, which may not be in the interests of us or our other shareholders.

We have indebtedness and any difficulties we may have in dealing with financial institutions may have a negative impact on our financial condition.

     At March 31, 2004, we had indebtedness of ¥27.5 billion, including ¥11.8 billion of 1.75% convertible notes due in March 2005, and we had ¥12.3 billion in cash and cash equivalent and ¥6.6 billion in available-for-sale securities. We repurchased and cancelled ¥0.7 billion of 1.75% convertible notes in June 2004, and we plan to redeem or may repurchase the remaining ¥11.1 billion of 1.75% convertible notes using our cash and cash equivalent as well as available-for-sale securities. A declining fluctuation in the stock price of such available-for-sale securities may have a negative impact on our ability to repurchase or redeem the notes.

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     The continued operation of our business is dependent on our ability to obtain continuous financing from banks in Japan. Although we currently have good relationships with our banks, due to increasing pressure from the Japanese government and Japanese bank regulatory institutions to improve the quality of their loan portfolios, Japanese banks, including those with which we have traditionally had good relations, may become reluctant to lend us money, or may only do so on less favorable terms. We provided banks with collateral for outstanding loans by means of establishing a second priority pledge against the refundable guarantee of ¥1.7 billion at March 31, 2004.We may be required to offer additional collateral to secure our borrowings. Any reluctance on the part of banks to provide needed financing may have a negative impact on our financial condition.

     To offer Internet-access services and network solutions to our customers, we typically lease important components such as routers, servers, network machines, high-capacity and high-speed digital transmission lines, software and other items needed to perform our operations. Although we currently have good relationships with our leasing companies, if we are unable to lease necessary components, or are only able to do so on less favorable terms, we may be required to purchase the components ourselves, which could negatively impact on our cash flow.

We depend on our ability to attract and retain qualified personnel.

     Our network, services, products and technologies are complex, and as a result, we depend heavily on the continued service of our engineering, research and development, and other personnel and, as our business grows, we may need to hire additional engineers, research and development and other personnel. Competition for qualified engineers, research and development personnel and employees in the telecommunications service industry in Japan is intense, and there is a limited number of persons with the necessary knowledge and experience. The realization of any or all of these risks may result in material adverse effects on our business, financial condition and result of operations.

We depend on our executive officers, and if we lose the service of our executive officers, our business and relationship with customers, our major shareholders and those of other IIJ Group companies and employees could suffer.

     Our future success depends on the continued service of our executive officers, particularly Mr. Koichi Suzuki, who is our president, chief executive officer and representative director, as well as the president and chief executive officer and representative director of most of the other IIJ Group companies. Mr. Suzuki was also president and representative director of Crosswave. We rely on his expertise in the operation of our businesses and on his relationships with our shareholders, the shareholders of the IIJ Group companies, our business partners and employees. None of our officers or employees, including Mr. Suzuki, is bound by an employment or noncompetition agreement.

Our business may be adversely affected if our network suffers interruptions, errors or delays.

     Interruptions, errors or delays with respect to our network may be caused by a number of factors, many of which are beyond our control, including, but not limited to, damage from fire, earthquakes or other natural disasters, power loss, sabotage, computer hackers, human error, computer viruses and other similar events. Much of our computer and networking equipment and the lines that make up our network backbones are concentrated in a few locations that are in earthquake-prone areas. Any disruption, outages, or delays or other difficulties experienced by any of our technological and information systems and networks could result in a decrease in new accounts, loss or exposure of confidential information, reduction in revenues, delay in repayment of outstanding borrowings, costly repairs or upgrades, reputational damage and decreased consumer confidence in our business, any or all of which could have a material adverse effect on our business, financial condition and results of operations.

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The confidential customer information that we keep and manage may be leaked.

     We keep and manage confidential information and trade secrets obtained from our customers. We exercise care in protection the confidentiality of such information and take steps to ensure the security of our network, however, our network, like all Information Technology systems, is vulnerable to external attack from computer viruses, hackers or other such sources. In addition, despite internal controls, misconduct by an employee could result in the improper use or disclosure of confidential information. If any material leak of such information were to occur, we could be subject to lawsuits for damages from our customers, incur expenses associated with repairing or upgrading our security systems and suffer damages to our reputation that could result in a severe decline in new customers as well as an increase in service cancellations. The realization of these or similar risks may have a material adverse effect on our business, financial condition and result of operations.

We rely greatly on other telecommunications providers and other suppliers, and could be affected by disruptions in service or delays in the delivery of their products and services.

     We rely on telecommunications carriers such as NTT Communications, KDDI and Japan Telecom for a significant portion of our network backbone and regional NTT companies and electric power companies and their affiliates for local access lines for our customers. Prior to Crosswave filing a voluntary petition for the commencement of corporate reorganization proceedings in Japan in August 2003, we procured significant portions of our network backbone and data centers from Crosswave under operating lease arrangements. Most of Crosswave’s business operation were transferred to NTT Communications in December 2003. Currently, NTT Communications is our largest provider of network infrastructure. We are subject to potential disruptions in these telecommunications services and, in the event of such disruption, we may have no means of replacing these services, on a timely basis or at all.

     In the Asia-Pacific region, we depend on telecommunications carriers in various countries including less-developed countries whose quality of service may not be stable or who are more susceptible to economic or political instability.

     We also depend on third-party suppliers of hardware components like routers that are used in our network. We acquire certain components from limited sources, typically from Cisco Systems. A failure by one of our suppliers to deliver quality products on a timely basis, or the inability to develop alternative sources if and as required, may delay our ability to expand the capacity and scope of our network.

     Any problems experienced by our telecommunications carriers and other suppliers could have a material adverse effect on our business, financial condition and results of operations.

If we fail to keep up with the rapid technological changes in our industry, our services may become obsolete and we may lose customers.

     Our markets are characterized by:

    rapid technological change,
 
    frequent new product and service introductions,
 
    changes in customer requirements, and
 
    evolving industry standards.

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     The introduction of services using new technologies, such as the transition from version four of Internet Protocol, or IP, to version six, and the emergence of new industry standards could render our existing services obsolete.

     If we fail to obtain access to new or important technologies or to develop and introduce new services and enhancements that are compatible with changing industry technologies and standards and customer requirements, we may lose customers.

     Our pursuit of necessary technological advances may require substantial time and expense. Many of our competitors have greater financial and other resources than we do and, therefore, may be better able to meet the time and expense demands of achieving technological advances. Additionally, this may allow our competitors to respond more quickly to new and emerging technologies and standards or invest more heavily in upgrading or replacing equipment to take advantage of new technologies and standards.

Rapid growth and a rapidly changing operating environment may strain our limited resources.

     We have limited operational, administrative and financial resources, which could be inadequate to sustain the growth we want to achieve. As the number of our customers and their Internet use increases, as traffic patterns change and as the volume of information transferred increases, we will need to increase expenditures for our network and other facilities in order to adapt our services and to maintain and improve the quality of our services. If we are unable to manage our growth and expansion, the quality of our services could deteriorate and our business may suffer.

If we fail to execute our systems integration projects in a timely or satisfactory manner or if we fail to manage customer data in a professional manner, we could be sued and our reputation could suffer.

     A significant portion of our future revenue depends on systems integration projects which we, in cooperation with IIJ Technology, Net Care and IIJ Media Communications, have been contracted to perform. We may not be able to perform our responsibilities under these contracts to the satisfaction of our customers, or at all, if we lack a sufficient number of qualified engineers, lack sufficient task-management capabilities for software-development vendors or fail to manage customer data adequately. If we do not execute these services/projects as contracted or fail to manage customer data in a professional manner, our receipt of revenues may be delayed or lost altogether and we could be sued by our counterparties, which could in turn have an adverse impact on our reputation, results of operation and financial condition.

Regulatory matters and new legislation could impact our ability to conduct our business.

     The licensing, construction and operation of telecommunications systems and services in Japan are subject to regulation and supervision by the Ministry of Public Management, Home Affairs, Posts and Telecommunications, or MPHPT. We operate pursuant to licenses and approvals that have been granted by the MPHPT.

     Our licenses have an unlimited duration. They are however, subject to revocation by the MPHPT if we violate any telecommunications laws and regulations in a manner that is deemed to harm the public interest, if we or any of our directors are sentenced to a fine or any more severe penalty under the telecommunications laws, if we employ a director who was previously sentenced to a fine or more severe penalty thereunder or if we have had a license revoked in the past. We believe our licenses and approvals are in good standing and we expect to be able to continue to fulfill the terms of our licenses and approvals to the satisfaction of the MPHPT. However, there can be no assurance that we will be able to do so.

     Existing and future governmental regulation may substantially affect the way in which we conduct business. These regulations may increase the cost of doing business or may restrict the way in which we offer

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products and services. As a result of the amendment in April 2004 of the Telecommunication Business Law and deregulation including elimination of the regulatory distinction between carriers providing telecommunications services through networks owned by other telecommunication carriers and carriers which own or have long-term leases for the networks through which they offer telecommunication services, competition may increase. Furthermore, we cannot predict future regulatory changes which may affect our business. Any changes in laws, such as those described above, or regulations or MPHPT policy affecting our business activities and those of our competitors could adversely affect our financial condition or results of operations. For more information, see Item 4., “Business Overview — Regulation of the Telecommunications Industry in Japan”.

There are risks associated with our international business.

     By operating our network internationally, we expose ourselves to the risks of international markets and to other risks that do not exist or are less significant in Japan. One of the components of our strategy is to continue to expand our network reach through our network between the United States and Japan to maintain our network quality. In addition, we have invested in data center businesses in South Korea and the Philippines. Our international business operations continue to require management attention and financial resources, both of which are in limited supply. We face significant exposure to risks in connection with our international operations, including:

    the impact of economic conditions outside Japan,
 
    unexpected changes in or delays resulting from regulatory requirements,
 
    the rate of the development of the Internet industry in countries in Asia,
 
    political and economic instability, and
 
    potential unsatisfactory financial returns from our investments in Asia, including the data center businesses in which we have invested in South Korea and the Philippines.

     These factors could adversely affect our future international expansion and, consequently, our business, financial condition and results of operations.

Our investments in affiliated companies may not produce the returns we expect and may require additional funding.

     As part of our business strategy and for the purpose of maintaining various strategic business relations, we have, in the past, invested in a number of companies, including Crosswave. There can be no assurance that we will be able to maintain or enhance the value or performance of such companies in which we have invested or may invest in the future, or that we will achieve the returns or benefits sought from these investments. Our substantial investment in Crosswave, for example, became worthless due to Crosswave’s financial condition and commencement of corporate reorganization proceedings. We also had an impairment loss relating to our investment in Asia Internet Holding for the fiscal year ended March 2004. In addition, telecommunications companies and other technology companies have experienced a variety of negative developments in recent years, including increased competition and significant volatility in share prices, and have experienced financial difficulties. To the extent that these investments are accounted for by the equity-method and to the extent that the investee companies have net losses, our financial results will be adversely affected to the extent of our pro rata portion of these losses. Furthermore, we may lose all or part of our investment in these companies if their value decreases as a result of their financial performance or if these companies go bankrupt.

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     We have invested in affiliated companies, such as IIJ Technology and Net Care, to expand the service offerings available to our customers. If our affiliated companies need additional financing, we may need to provide additional financial support in the form of loans to or additional equity investments in these affiliated companies to enhance or maintain our business synergies with these affiliated companies. We may consider reorganization of IIJ Group companies in the future and it may require additional investments by cash, equity or others.

Fluctuation in stock price of companies in which we have invested may significantly influence our financial condition.

     We have invested in non-affiliated companies in order to further our business relationships with these companies. Other investments on our balance sheet, which includes among other items, investments in these non-affiliated companies, were recorded at a book value of ¥7.9 billion at March 31, 2004, which is relatively large in relation to other items on our balance sheet. We also had a significant positive income tax effect due to increases in unrealized gains from these available-for-sale securities during the fiscal year ended on March 31, 2004. However, the book value can change significantly due to changes in the financial condition of non-affiliated companies, general economic conditions in Japan or fluctuations in the Japanese stock markets. Fluctuations in the stock price of companies in which we have invested will have a significant effect on our financial results. In addition, should we choose to dispose of all or a portion of these shares to fulfill our cash flow needs, it is not certain that we will be able to do so on favorable terms.

We may be named as defendants in litigation, which could have an adverse impact on our business, financial condition and results of operations.

     We are involved in normal claims and other legal proceedings in the ordinary course of our business. We believe that there are no cases currently pending which will have a significant financial impact on us, but we cannot be certain that we will not be named in a future lawsuit. Any judgment against us in such a lawsuit, or in any future legal proceeding, could have an adverse effect on our business, financial condition and results of operations.

In the event we need to raise capital, we may have to sell additional shares of our common stock or securities convertible into our common stock, which may cause shareholders to incur substantial dilution.

     In June and September 2003, we completed private placements of an aggregate of 15,880 shares of our common stock to investors in Japan in order to raise funds for working capital and repayment of convertible notes. We may raise additional funds in the future to raise additional working capital and for other financial needs. If we choose to raise such funds from the issuance of equity shares of our common stock or securities convertible into our common stock, existing shareholders may incur substantial dilution.

Item 4. Information on the Company

A. History and Development of the Company.

     We are incorporated in Japan as a joint stock corporation under the name of Internet Initiative Japan Inc., or IIJ. We were incorporated in December 1992 and operate under the laws of Japan. We began operations in July 1993, making us one of the first commercial Internet service providers in Japan to offer Internet-access services. In February 1994, we acquired a Type II Telecommunications license, which enables us to operate our own international backbone networks. We became a public company in August 1999 with our initial public offering of ADSs on the Nasdaq National Market, or Nasdaq.

     In October 1998, we established Crosswave Communications Inc. as a joint venture with Sony Corporation and Toyota Motor Corporation with the goal of providing advanced, high-speed, cost-effective,

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end-to-end data communications services to customers in Japan and to take advantage of market growth and demand for broadband data communications networks. Crosswave offered broadband data communication services on Japan’s first nationwide fiber-optic network specifically designed and dedicated to data traffic. ADSs representing Crosswave’s shares of common stock were quoted on Nasdaq from the time of its August 2000 IPO until being removed by Nasdaq on August 29, 2003.

     On August 20, 2003, Crosswave and two of its subsidiaries filed voluntary petitions with the Tokyo District Court for the commencement of corporate reorganization proceedings, which are proceedings to rehabilitate an insolvent company similar in some respects to Chapter 11 bankruptcy proceedings in the United States. As a result, we have written-off our investment in Crosswave and no longer consider Crosswave to be an IIJ Group company. On December 15, 2003, the business operations of Crosswave were transferred to NTT Communications. Due to the transfer, the operation of Crosswave’s network that we relied on for our network was also transferred to NTT Communications and we have contracted with NTT Communications for its continued use.

     On June 26 and September 16, 2003, we completed private placements of a total of 15,880 shares of our common stock to investors in Japan for an aggregate amount of ¥13.3 billion for working capital and repayment of our outstanding 1.75% convertible notes due on March 31, 2005. As a result of these transactions, the total number of our issued shares of common stock increased to 38,360 and shareholding of NTT Group increased to 31.6%. We have also agreed with NTT that it has the right to nominate three persons to serve as either our directors or statutory auditors, subject to shareholder approval of any nomination. In addition, we and NTT agreed to undertake efforts to jointly engage in the development of broadband and Information Technology and other related business, to expand the business relationship between IIJ and NTT in connection with new business opportunities and to discuss secondment of employees to each other.

     Our head office is located at Jinbo-cho Mitsui Bldg., 1-105 Kanda Jinbo-cho, Chiyoda-ku, Tokyo 101-0051, Japan, and our telephone number at that location is (813) 5259-6500. Our agent in the United States is IIJ America Inc., 1211 Avenue of the Americas, Suite 2900, New York, New York 10036 and the telephone number at that location is (212) 440-8080. We have a web site that you may access at http://www.iij.ad.jp/. Information contained on our web site does not constitute part of this annual report on Form 20-F.

     For a discussion of capital expenditures and divestitures currently in progress and those for the past three years, see “Capital Expenditures” in Item 4.B.

B. Business Overview.

     We offer a comprehensive range of Internet-access services and network solutions to our customers in Japan. We offer our services on one of the most advanced and reliable Internet networks available in Japan. Our services are based upon high-quality networking technology tailored to meet the specific needs and demands of our customers.

     We offer, together with other companies or independently, a variety of services to our customers as part of our total network solutions. Our primary services are our Internet-access services, value-added services, which includes Internet data center services and systems integration services. Our Internet-access services range from low-cost dial-up access to high-speed access through dedicated lines for individual and corporate customers. Our value-added services include a variety of data storage and management options for corporate customers as part of our Internet data center services as well as network security and other services. Our systems integration services are tailored to our customers’ requirements, which include consulting/project planning, systems design, construction of network systems and systems outsourcing. We also sell a significant amount of network-related equipment to our systems integration customers as part of our provision of total network solutions.

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     Most of our revenues are generated in Japan and in Japanese yen. The table below provides a breakdown of the percentage of total revenues for our primary services over the past three years.

                         
    For the fiscal year ended March 31,
    2002
  2003
  2004
Connectivity services
    45.0 %     38.6 %     41.1 %
Value-added services
    7.8 %     8.2 %     11.1 %
Systems integration services
    36.0 %     34.1 %     30.6 %

     We also offer independently, or together with our group companies, a variety of other value-added services, including:

    security services, such as managed firewalls with VPN function (“virtual private networks,” which provide private capacity transmission services), network intrusion detection and comprehensive network security services,
 
    mail server outsourcing services,
 
    web hosting services, and
 
    content development, distribution and Internet broadcasting services.

     This extensive variety of Internet-access services, value-added services and systems integration services enables our customers to purchase all of their Internet-related services and products through a single source. To support our services and for the convenience of our customers, we offer a variety of hardware, software and other products, such as network equipment, which are mostly sourced from third-party vendors. We aim to be the leading supplier of total network solutions in Japan.

     We have created an Internet network that extends throughout Japan. Our backbone is one of the highest capacity Internet backbones in Japan. Our backbone network is formed by leasing lines from telecommunications carriers. As of June 30, 2004, we operated 27 network operation centers, eleven Internet data centers and 17 POPs, the main points at which our customers connect to our backbone, throughout Japan. Our policy on the management of backbone is that we upgrade the bandwidth depending flexibly on the demand and with cost effectiveness. Our backbone network also extends to the United States, with a total capacity of 4.8 Gbps (2 STM-16 trunk lines) and to China, with a capacity of 600 Mbps (STM-4 trunk line) as of June 30, 2004.

     In addition to our network, we currently own 26.7% of Asia Internet Holding, the company that operates the A-Bone network. The A-Bone is an Internet network using leased lines that connects several Asian regions including China, Hong Kong and South Korea. Using our network and engineering expertise pursuant to an agreement with Asia Internet Holding, we operate and manage the A-Bone.

Our total network solutions

     We are a provider of total network solutions. We provide our customers with tailored, end-to-end Internet and private network solutions. The diversity of services we offer permits each customer to purchase individual services or a bundle of services that we believe provide the most efficient, reliable and cost-effective solution for that customer’s particular needs.

     The primary resources that we use to provide total network solutions to our customers include:

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    our Internet-access services,
 
    our line-up of value-added services, which includes security and server outsourcing,
 
    our Internet data center services,
 
    our systems integration services, which includes ongoing consulting, systems design and construction, operation and management, and
 
    other network and application services that our group companies provide.

     Our total network solutions for business users are one of the primary focuses of our business. We consult with businesses and other customers to identify their particular situations and needs. We then draw upon our extensive resources to address those needs.

Our Internet Access Services

     We offer two categories of Internet-access services: dedicated access services and dial-up access services. Dedicated access services are based on dedicated local-line connections provided by carriers between our backbone and customers. Dial-up access services require customers to connect to our POPs through the public-switched telephone network. The Internet-access part of our total network solutions ranges from cost-effective, entry-level dial-up connections from home personal computers to customized Wide-area network solutions deploying a range of the dedicated and dial-up services listed below to connect headquarters, data centers, branch offices and mobile personnel. Currently, large telecommunications carriers such as regional NTTs and other providers are rapidly increasing the variety of last-mile access with ADSL, fiber optic and ethernet-based lines. Such new lines provide inexpensive high-speed, high-capacity last mile access, and we continue to introduce new variations to our Internet-access service to accommodate such developments.

     The following table shows the number of our Internet-access service subscribers as of the dates indicated:

                                         
    As of March 31,
    2000
  2001
  2002
  2003
  2004
Dedicated access service contracts:
                                       
IP service
                                       
64 kbps — 128 kbps
    484       295       142       112       73  
192 kbps — 768 kbps
    155       80       42       35       20  
1 Mbps — 2 Mbps
    140       240       270       268       218  
3 Mbps — 1.2 Gbps
    71       111       156       248       427  
 
   
 
     
 
     
 
     
 
     
 
 
Total IP Service
    850       726       610       663       738  
IIJ data center connectivity service
          56       110       156       196  
Other dedicated access services
    1,154       1,870       2,900       4,489       6,292  
 
   
 
     
 
     
 
     
 
     
 
 
Total dedicated access service contracts
    2,004       2,652       3,620       5,308       7,226  
Dial-up access service contracts:
                                       
IIJ4U
    75,170       95,273       89,213       79,464       67,105  
Others
    54,970       66,857       171,363       450,320       628,762  
 
   
 
     
 
     
 
     
 
     
 
 
Total dial-up access service contracts
    130,140       162,130       260,576       529,784       695,867  

     As of June 30, 2004, we offered the following Internet-access services.

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        Pricing
Service Type
  Summary Description
  (excluding consumption tax)
       
Dedicated access services
       
IP Service
  Full-scale dedicated line service with high-speed access for businesses and other network operators with demanding bandwidth requirements.   Setup and monthly fees vary according to carrier, line speed, line type and distance involved.
IIJ Data Center Connectivity Service
  Full-scale dedicated line service for customers hosted in IIJ Data Centers, with asymmetrical speeds of upstream (from the Internet to data center) and downstream (from the data center to the Internet) transmissions. Upstream speed of 1 Mbps to 4 Mbps is provided with 10 BASE-T interface (downstream 10 Mbps) and 6 Mbps to 48 Mbps with 100 BASE-T interface (downstream 100 Mbps).   Initial setup fee of ¥100,000. Monthly fees range from ¥400,000 to ¥100,000,000, depending on the speeds of upstream transmissions.
IIJ FiberAccess/F
  Service for dedicated line Internet-access using optical lines at either 10 Mbps or 100 Mbps targeted primarily at small- and medium-sized enterprises requiring for high-capacity, high-speed transmissions. SLA (Service Level Agreements), a quality assurance program, is available.   Initial setup fee of ¥50,000. Monthly fees range from ¥14,000 to ¥190,000, depending on the speed of connection and the number of IP addresses allocated. Monthly fees do not include optical line charges, which are paid directly by the customer to the optical line provider.
IIJ T1 Standard
  Packaged dedicated line service offering 1.5 Mbps connection but not including certain features of full-scale IP Service such as dynamic routing and unlimited IP addresses.   Initial setup fee of ¥50,000. The monthly access fee is ¥117,000 for up to eight IP addresses and ¥167,000 for up to 16 IP addresses.
IIJ DSL/F Service
  Service for dedicated-line Internet-access using ADSL lines at speeds up to 40 Mbps targeted primarily at small- and medium-sized offices and home offices. SLA is available.   Initial setup fee of ¥30,000. Monthly access fees range from ¥9,800 to ¥49,800, depending on the number of allocated IP addresses. Monthly charges do not include ADSL charges which are to be paid directly by the customer to the ADSL service provider.
IIJ ISDN/F Service
  Service for dedicated-line Internet-access using ISDN lines at speeds up to 128 kbps targeted primarily at small- and medium-sized offices and home offices where ADSL lines are not available.   Initial setup fee of ¥5,000 and monthly access fees range from ¥4,800 to ¥6,800, depending on the number of allocated IP addresses. Monthly charges do not include ISDN charges, which are to be paid directly by customers to ISDN providers.

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        Pricing
Service Type
  Summary Description
  (excluding consumption tax)
IIJ Economy
  Service for dedicated-line access to the Internet with inexpensive monthly fees primarily for small- and medium-sized businesses and local and regional offices of corporate groups.   Initial setup fee of ¥40,000. Monthly access fees of ¥38,000 for 64 kbps service and ¥45,000 for 128 kbps service.
Dial-up access services
       
IIJ Dial-up Standard
  Service for corporate users permitting simultaneous Internet-access from several dial-up lines under a single contract.   Initial setup fee of ¥5,000. Monthly basic fee of ¥2,000 plus access charges of ¥10 per minute.
Enterprise Dial-up IP Service
  Service for businesses offering multiple dial-up accounts at a fixed monthly fee.   Initial setup fee of ¥20,000. Monthly basic fees range from ¥3,000 to ¥4,900 per account depending on the number of accounts.
IIJ Dial-up Advanced
  Service for corporate users offering bundled low-cost dial-up accounts.   Initial setup fee of ¥5,000. Monthly basic fee of ¥10,000 for the first 50 e-mail accounts including the first two hours access per account, plus ¥5 per minute after two hours.
IIJ4U
  Service for individual users, which includes Internet-access and 5 megabytes of disk space for personal Web pages and e-mail account options for multiple users. Various access options such as ISDN and ADSL are available.   Initial setup fee of ¥1,900. Monthly service fee of ¥800 for the first eight hours and a charge of ¥5 per minute, with a ceiling of ¥4,900.
IIJ mio DSL/DF Service
  Service for individual users offering Internet connectivity over ADSL at up to 40 Mbps. ADSL access is limited to “FLET’S” lines provided by regional NTTs. The IP address is changed every time a connection is made.   This service does not charge an initial setup fee. Monthly charge is ¥1,400. Monthly charges do not include ADSL charges, which are to be paid directly by the customer to the relevant regional NTT.
IIJ mio FiberAccess/DF Service
  Service for individual users offering Internet connectivity over optical fiber network at 10 Mbps or 100 Mbps. Optional fiber access is limited to “BFLET’S” lines provided by regional NTTs. The IP address is changed every time a connection is made.   The service does not charge an initial setup fee. Monthly charges range from ¥2,000 to ¥7,000. Monthly charges do not include optical fiber access charges, which are to be paid directly by the customer to the regional NTTs.

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        Pricing
Service Type
  Summary Description
  (excluding consumption tax)
IIJ mio DSL/SF Service
  Service for individual users offering Internet connectivity over ADSL at up to 40 Mbps. ADSL access is limited to “FLET’S” lines provided by regional NTTs. A fixed IP address is provided with this service.   The service does not charge an initial setup fee. The monthly charge is ¥4,800. Monthly charges do not include ADSL charges, which are to be paid directly by the customer to the regional NTTs.
IIJ mio FiberAccess/DC Service
  Service for individual users offering Internet connectivity over optical fiber network at 50 Mbps or 100 Mbps. Optical fiber access is limited to “Access Commufa” lines provided by Chubu Electric Power Company.   The service does not charge an initial setup fee. The monthly charge is ¥2,000. Monthly charges do not include optical fiber access charges, which are to be paid directly by the customer to Chubu Electric Power Company.
IIJ mio FiberAccess/SF Service
  Service for individual users offering Internet connectivity over optical fiber network at 10 Mbps or 100 Mbps. Optical fiber access is limited to “BFLET’S” lines provided by regional NTTs. A fixed IP address is provided with this service.   The service does not charge an initial setup fee. The monthly charges range from ¥8,000 to ¥12,000, depending on the type of access line. The monthly charges do not include optical fiber access charges, which are to be paid directly by the customer to the regional NTTs.
IIJ mio MobileAccess Service
  Service for individual users offering mobile Internet connectivity through several data communications services provided by mobile telecommunication companies.   The service does not charge an initial setup fee. The monthly charge is ¥300. The monthly charges do not include service charges to IIJ’s access points, which are paid directly by the customer to the mobile telecommunication companies.

Our Dedicated Access Services

     Our lineup of dedicated line access services includes: IP Service, IIJ Data Center Connectivity Service, IIJ FiberAccess/F, IIJ T1 Standard, IIJ DSL/F, IIJ ISDN/F and IIJ Economy. The total bandwidth allocated to our dedicated access services has increased approximately 191% to 80.1 Gbps as of March 31, 2004, up from 42.0 Gbps a year earlier.

      IP Service. Our IP Service is a full-scale, high-speed access service that connects a customer’s network to our network and the Internet. This is the core service we offer. As of March 31, 2004, we had 738 customers for our IP Service compared to 663 for our IP Service as of March 31, 2003. The customer chooses the level of service it needs based upon its bandwidth requirements. As of March 31, 2004, we offered service at speeds from 64 kbps to 1.2 Gbps.

     Our IP Service revenues, including revenues of IIJ Data Center Connectivity Service, represented 25.6% of our total revenues for the fiscal year ended March 31, 2004 and 23.4% for the fiscal year ended March 31, 2003. We believe that as businesses continue to develop Internet capabilities, this service will continue to be the foundation of our total network solutions offerings.

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     Subscribers pay a monthly fee for the leased local access line from the customer’s location to one of our POPs. The amount of this fee varies depending on the carrier used and the distance between the customer’s site and our POPs. As the bandwidth that customers subscribe increases, customers use ATM (Asynchronous Transfer Mode) or Ethernet local access line, that supports over 2 Mbps bandwidth. We collect this fee from the customer and pay this amount to the carrier.

     Although fees are charged on a monthly basis, the minimum contract length is one year. For contracts of at least three years, a 10% per month discount is given. Of our IP Service contracts as of the end of March 2004, 3.6% were for at least three years.

     We also offer various IPv6-capable Internet-access services, namely IPv6 Tunnel, IPv6 Native and IPv6/IPv4 Dual Stack Services. In addition to corporate users, IPv6 Tunnel Service has been available to individual users. IPv6 is the next generation Internet Protocol, which allows IPv6 technology to overcome the problems, such as limited IP address availability, of IPv4, the protocol generally used. IPv6 Tunnel Service is a service to enable customers to use IPv6 technology via IPv4 access network, by encapsulating IPv6 data with IPv4 data. IPv6 Native and IPv6/IPv4 Services are services to provide IPv6 environment to customers without encapsulating it with IPv4 data. IPv6 technology enables customers to hook-up a vast range of electronic appliances and equipment, including cellular phones, AV equipment, car navigation devices and home electronics. We are the first commercial ISP in Japan to offer IPv6 service and our management believes that we will reap “first-mover” benefits from our initiative. In an effort to promote the dissemination and use of IPv6, we are not currently charging service fees for IPv6 Tunnel Service.

     For our IP Service, we offer Service Level Agreements to our customers to better define the quality of services our customers receive. We were the first ISP in Japan to introduce this agreement.

     We guarantee the performance of the following elements under our Service Level Agreements:

    100% availability of our network,
 
    the maximum average latency, or time necessary to transmit a signal, between designated POPs, and
 
    prompt notification of outage or disruption.

     We are able to offer these Service Level Agreements because of the high quality and reliability of our network. Our Service Level Agreements provide customers with credit against the amount invoiced for the services if our service quality fails to meet the prescribed standards.

     Subscribers to our IP Service receive technical support 24 hours a day and seven days a week.

      IIJ Data Center Connectivity Service. We also provide connectivity services with respect to our data centers. Our data center connectivity services are an important part of being able to provide high-quality, high-speed, seamless service to our customers. Our connectivity services are asymmetric, meaning that transmission speeds in both directions are not the same — with the downstream transmission being faster to accommodate greater amounts of information being accessed from the Internet versus being sent to the Internet. The fee structure depends on the transmission capacity required for upstream and downstream transmissions. For downstream transmissions, we offer either 10BASE-T connectivity (10 Mbps) and 100BASE-T Connectivity (100 Mbps). For upstream transmissions, we offer bandwidths from 1 Mbps to 4 Mbps for 10BASE-T connectivity contracts, and 6 Mbps to 48 Mbps for 100BASE-T Connectivity. As of March 31, 2004, we had 196 customers for IIJ Data Center Connectivity Service. In addition to the above, we offer IPv6-capable data center services, which offer the same services using IPv6. As of March 31, 2004, we had 196 Internet data center connectivity contracts, compared with 156 as of March 31, 2003. Total

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contracted bandwidth for Internet data center connectivity service was 15.6 Gbps as of March 31, 2004, up from 9.9 Gbps as of March 31, 2003.

      IIJ FiberAccess/F Service. IIJ Fiber Access/F services is a dedicated Internet-access service that uses “BFLET’S” fiber optic access lines provided by regional NTT companies allowing service at 10 Mbps or 100 Mbps on a best-efforts basis. We began offering this service in August 2001. The service is available in four variations (Business, Basic, Family and Mansion), optimizing each customer’s needs in speed and connection interface. Customers also can choose the number of allocated IP addresses from: 1, 4, 8, 16, 32, 64 and 128. We support this service by providing guarantees of latency rates under Service Level Agreements. As of March 31, 2004, we had 6,292 customers for IIJ FiberAccess/F Service, IIJ T1 Standard, IIJ DSL/F Service, IIJ ISDN/F services and IIJ Economy.

      IIJ T1 Standard. Our IIJ T1 Standard is a connectivity service at 1.5 Mbps that we introduced in October 1999. It is a packaged dedicated line service limited to static routing and allocations of 8 or 16 IP addresses. Last mile access must be through NTT’s Digital Access 1500 or similar services from other carriers.

      IIJ DSL/F Service. IIJ DSL/F Service provides dedicated line Internet connectivity via ADSL with speeds up to 40 Mbps. We began offering this service in May 2001. IIJ DSL/F Service is primarily targeted at small- and medium-sized offices and home offices that have access to ADSL lines provided by regional NTT companies under the name of “FLET’S ADSL”. We support this service by providing guarantees of the maximum average latency between designated POPs under service agreements.

      IIJ ISDN/F Service. IIJ ISDN/F Service provides dedicated line Internet-access via ISDN lines with speeds up to 128 kbps. We began offering this service in March 2003. IIJ ISDN/F Service is primarily targeted at small-and medium-sized offices and home offices where ADSL lines are not available but have access to ISDN lines provided by regional NTT companies under the name of “FLET’S ISDN”.

      IIJ Economy. IIJ Economy is a packaged Internet connectivity service via a dedicated line at 64 kbps or 128 kbps, targeting small- and medium-sized businesses. We introduced IIJ Economy in November 1997. We currently guarantee latency rates under Service Level Agreements for IIJ Economy.

Our Dial-up Access Services

     We offer a variety of dial-up access services. Our dial-up access services are an important resource in offering total Internet solutions to corporate customers. Our dial-up services allow frequent travelers to access our network or their own corporate networks through one of our POPs or through our roaming access points. Our dial-up access services are also an important option for large corporate groups that will be linking many offices through our network. Although these corporate groups use dedicated lines for the main offices and their larger regional and local offices, they also typically use our dial-up access services for their smaller branch offices or as a remote-access tool for employees out of the office. We also offer traditional dial-up access service for individuals and an OEM (where we provide services for other companies which sell those services under their own name) service for other network operators, such as Sharp, NTT East and NTT West.

     Our main dial-up access services are our IIJ Dial-up Standard, Enterprise Dial-up IP Service, IIJ Dial-up Advanced, IIJ4U, IIJ mio DSL/DF Service, IIJ mio FiberAccess/DF Service, IIJ mio DSL/SF Service, IIJ mio FiberAccess/DC Service, IIJ mio FiberAccess/SF Service and IIJ mio MobileAccess Service, all as described in the table above. We also provide Network-type Dial-up IP Service, Terminal-type Dial-up IP Service and UUCP Service to customers, but we are no longer promoting these services.

     We have expanded access to our network through roaming agreements that are an important part of our dial-up access services. We offer global Internet roaming service in 152 countries with approximately 36,000

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access numbers as of June 30, 2004. Additionally, in the United States and Canada through IIJ America, we have roaming access through a toll-free number for areas where we don’t already have local POPs through roaming agreements or otherwise. We have also expanded our provision of Content Delivery Network Platform, (“IIJ CDN Platform”) on an OEM basis to major broadband service providers, such as Excite Japan.

Our Value-Added Services

     Although our primary service to our customers has been Internet-access, our customers are increasingly seeking additional network-related services. We provide our customers with a broad range of value-added services and products such as network security services, mail hosting services, and managed router services, which complement and enhance our Internet-access services and systems integration services. Generally, the service period is for one year and customers are billed monthly. We recognize revenues for these services on a straight-line basis during the service period. Any initial set-up fees received in connection with our value-added services are deferred and recognized over the contract period or estimated average period of estimated to customers.

     We believe that business customers will continue to increase their use of the Internet as a business tool and will increasingly rely on an expanding range of value-added services to enhance productivity, reduce costs and improve service reliability.

     Our value-added services include:

    Security solutions. As of March 31, 2004, we offered nine main security services that protect customers’ internal networks from unauthorized access and secure remote connections to internal networks: IIJ Security Standard, IIJ Security Premium, IIJ Security Lite, IIJ Security Scan Service, Network Intrusion Detection Service, IIJ Secure Remote Access, IIJ Web Gateway Service, IIJ URL Filtering Service and IIJ VPN Standard. We were the first ISP in Japan to provide firewall services, which we first offered in 1994.
 
            IIJ Security Standard In October 1999, we began offering Security Standard Service pursuant to which we install and manage a round-the-clock operation of firewall systems. The initial setup fee ranges from ¥120,000 to ¥300,000, and the monthly fee ranges from ¥60,000 to ¥130,000 depending on a number of factors including the number of users, packet filtering performance and 3DES (VPN) (an encryption technology) performance. Since February 2001, a VPN option is available for this service with an initial cost of ¥20,000 and a monthly fee of ¥10,000 per computer.
 
            IIJ Security Premium In July 2000, we began offering “IIJ Security Premium”, a high value-added firewall operation and management service based on Firewall-1, a product which we license from Check Point Software Technologies. The service combines of “Firewall Management Service” and “Firewall Rental Service” and both services should be contracted. For “Firewall Management Service”, the initial setup fee is ¥200,000 and the monthly fee ranges from ¥150,000 to ¥230,000, depending on the redundancy of firewall equipment. For “Firewall Rental Service”, the initial setup fee ranges from ¥200,000 to ¥300,000 and the monthly fee ranges from ¥67,000 to ¥161,000 depending on a number of factors including the number of users and packet filtering performance. The fees of “Firewall Rental Service” become doubled in case that the customer requires redundancy of the firewall equipment.
 
            IIJ Security Lite In December 2002, we began offering “IIJ Security Lite”, an economical version of a managed firewall service with limited features of operation and maintenance

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      targeting small- and medium-sized enterprises. The initial setup fee ranges from ¥30,000 to ¥50,000, and the monthly fee ranges from ¥25,000 to ¥35,800.
 
            IIJ Security Scan Service In March 2002, we began IIJ Security Scan Service, a package of services targeting small- and medium-sized enterprises to identify security weaknesses in order to prevent illicit access from external networks and to avert virus infection of in-house servers. It is available in two forms: regular monthly scans and one-time spot checks. The form of service can be selected to meet the specific needs of the customer, such as checks for protocol and network configuration or for vulnerability to specific illegal network intrusion. The service was developed with NRI Secure Technologies, a Japanese security assessment and auditing solutions provider. For the regular monthly scan service, the initial charge is ¥5,000. The monthly charge for scanning is ¥25,000 for one IP address, and ¥24,000 will be added per one additional IP address. For the spot scan service, the basic charge for scanning one IP address is ¥30,000, and ¥29,000 will be added per one additional IP address.
 
            Network Intrusion Detection Service In April 2001, we began Network Intrusion Detection Service, which offers around-the-clock, non-stop network monitoring and intrusion-detection capabilities, as well as packet information for analyzing detected illicit accesses. The initial cost for the service is ¥300,000, and the monthly fee starts from ¥300,000 and depends on the customer’s traffic volume.
 
            IIJ Web Gateway Service IIJ Web Gateway Service is a service which provides a proxy function for accesses to websites from company’s internal network, and online detection and elimination of viruses and blocking access to inappropriate websites as options. We started the service in May 2003 and the service is provided based on the technology of Trend Micro and Network Appliance. The initial cost for the service starts from ¥300,000, and the monthly cost starts from ¥350,000 depending on the bandwidth of Internet connectivity from company’s internal network and an absence or addition of options.
 
            IIJ URL Filtering Service IIJ URL Filtering Service is a service which blocks access to inappropriate websites by use of IIJ’s proxy server. The initial cost for the service is ¥30,000, and the monthly fee is ¥40,000 as a basic fee plus an additional fee depending on the number of users in the customer’s internal network.
 
            IIJ VPN Standard IIJ VPN Standard is a service which provides Internet VPN connectivity among a company’s branch and remote offices based on encryption technology. IIJ rents encryption equipment at customer sites, configures the equipment for the customer and provides remote monitoring of the encrypted sessions. Initial cost for the service starts from ¥30,000, and monthly fees start from ¥6,900 depending on the equipment features.
 
            IIJ Secure Remote Access IIJ Secure Remote Access is a packaged service combining the new IIJ Dial-up Advanced with ID Gateway, which controls remote access to in-house servers protected by firewalls. In addition to the 50 dial-up accounts covered by the base rate, the service will ensure a secure remote environment by controlling accessible servers and utilization protocols for each dial-up account. In May 2002, IIJ Secure Remote Access was upgraded by adding a remote VPN function. The upgrade enables remote users to transmit and receive data with encryption, offering a secure enterprise network environment with a greater variety of access, such as connections from overseas via local ISPs.
 
    E-mail related solutions. As of March 31, 2004, we offered eight main e-mail related services enabling customers to outsource administrative tasks for e-mail server related functions: IIJ Post Office Service, IIJ Mail Box Service, IIJ Mail Gateway Service, Mail Operator Service,

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      Mass Mail Distribution Service, Mailing List Server Service, IIJ mio Prime Mail Service and IIJ mio Safety Mail Service.
 
            IIJ Post Office Service IIJ Post Office Service is an e-mail operation outsourcing service performed by our e-mail server, enabling a customer to allocate and maintain a number of e-mail accounts under its own domain name for its employees, members or other relevant users. The customer can administer e-mail accounts online through our customer support Web interface. In addition, in December 2002, we added a virus checking option for incoming and outgoing e-mails and an “audit option” to check the content of outgoing e-mails and suspend the ones containing keywords specified in advance.
 
            IIJ Mail Box Service IIJ Mail Box Service is also an e-mail operation outsourcing service performed by our e-mail server. Unlike IIJ Post Office Service, customers do not have to obtain their own domain names. A customer can administer e-mail accounts online through our customer support Web interface.
 
            IIJ Mail Gateway Service In November 2002, we renovated IIJ Mail Gateway to expand the service from large corporate customers to other corporate segments. The service has three options. The first one is virus protection to check the viruses on incoming and outgoing e-mails. The second one is audit to detect the keyword set in advance on the outgoing e-mails. The third one is a combination of the features above. The initial cost is ¥10,000, and the monthly fee ranges from ¥30,000 to ¥50,000 for the first 50 e-mail accounts and an additional fee per account after the first 50 e-mail accounts ranges from ¥300 to ¥650.
 
            Mail Operator Service Mail Operator Service is an outsourcing service for e-mail distribution to large amount of e-mail addresses up to 9,000 addresses. The service enables users to manage the e-mail addresses to which e-mails are distributed with e-mail with commands or through the website. This service also provides a virus check function.
 
            Mass Mail Distribution Service Mass Mail Distribution Service is an outsourcing service for e-mail distribution to so large amount of e-mail addresses that can not be covered by Mail Operator Service.
 
            Mailing List Server Service Mailing List Server Service is an outsourcing service to provide mailing list function to include up to 9,000 e-mail addresses with a virus-check function.
 
            IIJmio Prime Mail Service IIJ mio Prime Mail Service is a deluxe e-mail account service for individuals, emphasizing security, stability and reliability. To achieve tighter security, we pioneered the use of POP/SMTP over SSL, together with SMTP authentication to ensure a higher level of encryption and authorization than currently available in general use. The service places no restrictions on the number of incoming mail items or on incoming mail size. It also offers e-mail backup storage for three months, along with forwarding functions, Authenticated Post Office Protocol (APOP) compatibility, and virus detection and elimination. The basic monthly charge for this service is ¥10,000. In June 2002, we introduced the SLA program to provide quality assurance for our subscribers. Under the SLA program, if the server is down for more than 15 minutes, we will give its subscribers a 10% credit against the amount invoiced for the following month’s services. The SLA covers only the availability of servers and not value-added functions such as virus elimination.
 
            IIJmio Safety Mail Service IIJ mio Safety Mail Service is a standard e-mail service with an anti-virus function for individual users launched in December 2001. The service employs the

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      InterScan VirusWall developed by Trend Micro Incorporated, and features POP/SMTP over SSL which provides secure e-mail transmission by encrypting the e-mail transmission between the users and our mail server, in addition to SMTP authentication, which ensures a higher level of encryption and authorization than what is currently available for general use. There is no initial charge and the monthly charge is ¥500.
 
    Value-added hosting solutions. As of March 31, 2004, we offered four value-added hosting solutions that enable our customers to manage their web content: IIJ Web Standard, IIJ Download Site Service, IIJ Document Exchange Service and IIJ mio Personal Domain Name Service.
 
            IIJ Web Standard The IIJ Web Standard allows customers to use their own domain names while providing them with up to 200 megabytes of web hosting space. By limiting specifications, the pricing of the service is kept to a minimum ¥5,000 per month. Additionally, through careful traffic management of the storage space, a high-performance web-server environment for users is ensured. This service mainly targets small- and medium-sized enterprises.
 
            IIJ Document Exchange Service This service is an online storage service with which customers can upload files onto IIJ’s storage server and share them with authorized users. The initial cost is ¥40,000 and the monthly fee is ¥20,000, which includes 1GB of disk space and 50 accounts. The fee for each additional set of 10 accounts is ¥3,000, and each 1GB of additional disk space is ¥10,000 per month.
 
            IIJ Download Site Service IIJ Download Site Service is a hosting service dedicated to high-volume content downloads from the Internet. The service started on a trial basis in November 2001, and the full-fledged service was launched in February 2002. A dedicated hosting server and dedicated bandwidth are established for each contract to ensure constant stable performance. With disk capacity of 500 megabytes per contract on our hosting servers, access is provided at a maximum transmission bandwidth per contract of up to 80 Mbps. The initial charge for the service is ¥50,000. The monthly charge ranges between ¥60,000 and ¥340,000, depending upon the bandwidth. In April 2003, we added the option of 1 Gbps maximum transmission speed for an additional fee.
 
            IIJmio Personal Domain Name Service IIJmio Personal Domain Name Service is a service for individuals to build their own web sites of up to 100 megabytes and use e-mail addresses under their original domain names. The service was launched in March 2002. The initial charge is ¥5,000 and the basic monthly fee is ¥3,800.
 
    Our Streaming Solutions. We provide Internet streaming services for live broadcasts over the Internet, as well as streaming server hosting services with our Streaming-On-Demand Channel.
 
    Our Network Management Solutions (Omnibus). Omnibus, launched in February 2002, was developed specifically to enable corporate customers to integrate their various network systems by interconnecting them at our Internet data centers. The Omnibus service also integrates customers’ security systems, including firewalls and intrusion detective systems. The initial charge is ¥300,000 plus ¥50,000 for usage of a rack in the data center. Monthly charges depend on the number of ports to be used for the service and the space in the rack to be used, ranging from ¥180,000 (six ports) to ¥330,000 (12 ports) plus ¥25,000 per one unit of space in the rack.

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    Customer support and help desk solutions. We provide comprehensive customer support and help desk solutions that include network monitoring and trouble-shooting services. Most of our customer support services are provided as an integral part of other services we sell.
 
    IIJ DNS Services. We offer domain name related services that consist of domain name administration services and domain name server outsourcing services. Domain names such as “.jp”, “.com”, “.net” and “.org” are available.
 
    IIJmio Simple DNS Service. IIJmio Simple DNS Service is a service for individuals that provides domain name registration and DNS primary and secondary servers. By enabling customers to edit the DNS records for themselves, customers can build web and mail servers at customer sites more easily.
 
    IIJ NetLightning. IIJ NetLightning is a service based on Netli, Inc.’s technology that improves web application performance. By utilizing this service, end users can make faster access to the customer website without any settings and customers can reduce the cost to place mirror sites.
 
    IP Phone. We began IP Phone service for individual users of IIJ4U and IIJ mio in May 2003, and for corporate users who are using IIJ’s Internet connectivity services through NTT FLET’S network in December 2003. The telephone service is provided via NTT FLET’S network and customers can make telephone calls with other users connected to NTT FLET’S network or legacy telephones by interconnection with Public Switched Telephone Network, the legacy telephone network.
 
    IIJ SMF. IIJ SMF (SEIL Management Framework) is a service which provides remote configuration and monitoring features of SEIL/neu Series routers at customer remote sites from central management servers at IIJ and customer main office/data center. The technology is patent pending. When a customer at a remote site connects the router to the circuit, the router is automatically configured and connected to the network. If system integrators utilize this technology, they can reduce the configuration work and maintenance costs at the remote site.

Our Internet Data Center Services

     As part of our value-added services, we offer Internet data center services. Our Internet data center services comprise three primary services which are typically bundled together for our customers: IIJ data center facility services, IIJ data center connectivity services and management and monitoring services. Generally, the service period for all Internet data center services is one year and customers are billed monthly. We recognize revenues for these services on a monthly-billed basis during the service period. Any initial set-up fees received in connection with our value-added services are deferred and recognized over the contract period or estimable average period of service to customers.

     Our Internet data center facility services are co-location services which allow companies to house their servers and routers off-site on our premises. Our Internet data center facilities are leased from NTT Communications and CRC Solutions Corp. and are equipped with robust security systems, 24-hour-a-day non-stop power supplies and fire extinguishing systems, and have earthquake-resistant construction and high-speed Internet connectivity with IIJ backbones. We also offer basic monitoring and maintenance services for the equipment. This service enhances reliability because we provide 24-hours-a-day monitoring and have specialized maintenance personnel and facilities. The initial charge of our Internet data center facility service is ¥250,000, and the basic monthly charge for the service is ¥300,000 per rack. We offer management and monitoring services that we tailor in accordance with our customers’ requirements.

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     We recognize revenues for these services on a monthly-billed basis during the service period. Any initial set-up fees received in connection with our value-added services are deferred and recognized over the contract period.

Our Systems Integration Services

     We offer systems integration services tailored to our customers’ requirements, which include consulting/project planning, systems design, construction of network systems and systems and operations outsourcing. Our systems integration services mainly focus on Internet business systems and Intranet and Extranet corporate information systems. We have built a strong record in various business fields, including the representative below:

     Examples of systems integration services are:

    connecting over a handled branches or shops such as gas stations via Internet-VPN, transmission of data over Internet with an encryption feature,
 
    “virtual campus” systems including both Internet connectivity and Intranet information services,
 
    outsourcing of broadband Internet connectivity services and large-scale portal sites for PDA users,
 
    online brokerage systems for securities firms,
 
    outsourcing of websites for online business
 
    outsourcing of large-scale e-mail servers,
 
    systems for Internet CATV (Cable TV) infrastructure,
 
    re-construction of overall corporate network systems suited to increased traffic data, and
 
    consultation on corporate network security.

     The fee structure of our systems integration services is based upon the complexity and scale of the project required by the customer. We bill our customers for these services on a fixed fee basis and recognize the revenue when the network systems and equipment are delivered and accepted by the customer.

     In the planning phase of a systems integration project, we form special project management teams formulated for every new assignment from the customer. We analyze and design the customer’s network and systems with three engineering focuses: reliability, flexibility and extendibility.

     In the network systems construction phase, we procure equipment such as servers and manage application development and software programming tasks which are outsourced to third parties. The task of network systems construction usually incorporates many of our other access and value-added services.

     In the operation phase, by utilizing data center facilities directly linked to our network, we provide a range of outsourcing services, which take maximum advantage of the Internet system, network operation and management know-how of the IIJ Group companies. Rather than simply looking after the customer’s content, we take care of the customer’s entire computing environment and provide round-the-clock operation and

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management services, as well as custom-designed monitoring systems. These outsourcing services enable customers to free themselves from the burden of operating the network systems, which demands professional operation and maintenance to ensure prompt and flexible responses to unexpected system problems.

     We also provide our customers with basic, easy-order systems integration services, which we refer to as IBPS, a service to provide network resources such as network equipment, data storage systems, network monitoring and systems operation management for monthly rental on demand that allows our customers to launch their internal network system in the securely and cost effectively.

Our Equipment Sales

     In addition to the Internet-access and value-added services and systems integration, we sell our originally developed network equipment, SEIL/neu Series, to connect to the Internet and provide other features.

      SEIL/neu Series. We started to sell our developed high-end routers SEIL/neu Series in October 2001 through sales agents. The series includes three types, SEIL/neu 128 for ISDN or 64 k/128 kbps leased line based Internet connection, SEIL/neu T1 for T1 leased line based Internet connection and SEIL/neu 2FE for broadband connection with NTT FLET’S ADSL or BFLET’S services. In November 2002, we added SEIL/ATM for ATM based Internet connectivity and in June 2003 added SEIL/TURBO with more throughput and enhanced VPN features. By combining SEIL/TURBO and other SEIL/neu Series routers, we are able to provide Internet-VPN solutions connecting corporate branches and remote offices of medium and small enterprises. In addition, we are providing rental services for these routers directly to customers.

     We also sell third party equipment to meet the one stop needs of our customers.

Network

     Our network is one of our most important assets. We have developed and operate a high-capacity network that has been designed to provide reliable, high-speed, high-quality Internet-access services.

     We are able to achieve and maintain high speeds through our advanced network architecture, routing technology and load balancing that optimize traffic through our multiple Internet connections.

     The primary components of our network consist of:

    our backbone, which includes leased lines and network equipment such as advanced Internet routers;
 
    POPs in major metropolitan areas in Japan;
 
    data centers; and
 
    a network operations center, or NOC.

Backbone

Leased lines

     Our network is anchored by our extensive Internet backbone in Japan and between Japan and the United States. As of June 30, 2004, we had a total capacity of 4.8 Gbps between Japan and the United States and 600 Mbps between Japan and China. We use our expertise in developing and operating our network to organize and connect these leased lines to form a backbone that has substantial transmission capacity.

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     We lease high-capacity, high-speed digital transmission lines in Japan from various carriers. The table below shows our international backbone capacity and cost. Average total capacity is calculated by averaging the international capacity at the end of each month.

International Backbone Capacity and Cost

                                         
    For the fiscal year ended March 31,
    2000
  2001
  2002
  2003
  2004
Backbone cost (thousand yen)
    5,660,277       5,548,527       2,469,002       1,644,170       829,120  
Average total capacity (Mbps)
    620.00       1,162.50       1,778.33       3,408.33       4,700.00  
Average cost per 1 Mbps (thousand yen)
    9,129       4,773       1,388       482       176  

     In the United States, our network backbone connects to the following major interexchange (IX) points:

    MAE West ATM in San Jose, California,
 
    Equinix GigE Exchange in San Jose, California,
 
    PAIX (Palo Alto Internet Exchange) in Palo Alto, California,
 
    NYIIX (New York International Internet Exchange) in New York,
 
    MAE East ATM in Ashburn, Virginia,
 
    Equinix GigE Exchange in Ashburn, Virginia, and
 
    LAIIX (Los Angeles International Internet eXchange) in Los Angeles.

     Through these IX points we connect to many other ISPs in the United States, including Verio and Sprint.

     In Asia, we have established a backbone connection through the A-Bone, the Internet backbone network covering the Asia-Pacific region. The A-Bone is operated by Asia Internet Holding, of which we own 26.7%. Asia Internet Holding commissioned us to design and build the A-Bone, and we currently manage it.

Network upgrades

     We have placed a high priority on the continued upgrade of the capacity of our networks in order to maintain and improve quality. We first will enhance the quality of our domestic network and our network between Japan and the United States. We will also look to upgrade our network in the Asia-Pacific region as opportunities arise.

Network equipment

     We use advanced equipment in our network. Our primary routers in our network are Cisco routers. The size of our routers varies depending on the number of customers and volume of traffic served by our POPs. At each POP we connect our dedicated line and dial-up access routers to Cisco backbone routers which then transmit and receive information throughout our network. We primarily lease our network equipment under capital lease arrangements.

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POPs

     Points of Presence, or POPs, are the main points at which our customers connect to our backbone. We provide Internet-access from our POPs to commercial and residential customers through leased lines and dial-up connections over local exchange facilities. As of June 30, 2004, we had 27 primary POPs which allow for dedicated access and include the main Internet backbone routers that form our network. As of the same date, we also had 18 POPs for dial-up access. The number of POPs for dial-up access include one POP that can be accessed from anywhere in Japan with the minimum local telephone charge. We have introduced this POP in March 2004 to increase customer’s ease of usage of our Internet connectivity services.

     Many of our POPs are located in, or in close physical proximity to, “carrier hotels”. Carrier hotels are facilities where we and other major carriers and ISPs have POPs. These are mainly located at facilities of various carriers in Japan like NTT Communications, KDDI and Japan Telecom. We lease the physical space from these carriers or use such space under other arrangements with terms ranging from one to two years and which can usually be terminated by either party on three to six months’ notice. We maintain our routers and other networking equipment at these POPs. The actual location of our POPs in, or in close proximity to, the same buildings in which the switches and routers of these carriers and ISPs are located offers us the ability to quickly and easily interconnect our equipment with theirs.

Internet Data Centers

     We operate at eleven Internet data centers nationwide in Tokyo, Osaka, Sapporo, Sendai, Kawaguchi, Yokohama, Nagoya, Kyoto, Fukuoka and second data centers in Tokyo and in Yokohama which we use to offer our value-added data center services. These data centers are specifically designed for application hosting, co-location services and high capacity access to our networks. All of these data centers are leased from NTT Communications and CRC Solutions Corp.

     These data centers have 24-hours-a-day, seven-days-a-week operations and security and are equipped with uninterruptible power supplies and backup generators, anti-seismic damage precautions, fire suppression equipment and other features to optimize our ability to offer high-quality services through these data centers.

     In addition, we have invested in data center development outside Japan. We have entered into the “i-Heart” joint venture with Samsung Corp., which operates in Korea with a total investment by us of ¥89 million in May 2000.

Network operations center and technical and customer support

     Our network operations center, or NOC, in Tokyo operates 24 hours a day and seven days a week. From our NOC, we monitor the status of our network, the traffic on the network, the network equipment and components and many other aspects of our network including our customers’ dedicated access lines leased from carriers. From our NOC, we monitor our networks to ensure that we meet our commitments under our Service Level Agreements.

Our Group Companies

     We offer our services directly and together with our group companies. Our group companies work closely together in providing total network solutions to our customers. We collaborate on the development of various services and products and market our services and products together as a group. However, our group companies specialize in different aspects of the Internet and networking. Our customers’ main point of contact is IIJ itself. We then draw upon the resources and specialization of the group companies to offer total Internet solutions.

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     The table below sets out our group companies, including our subsidiaries and principal equity method investees and our ownership of each of them as of June 30, 2004:

         
    Proportion of ownership
Company Name
  and voting interest
IIJ Technology
    67.9 %
IIJ Media Communications
    60.1 %
IIJ America*
    97.2 %
Net Care
    52.5 %
Asia Internet Holding
    26.7 %
Internet Multifeed*
    28.6 %
atom
    40.0 %


(*)   Includes our indirect investment to our subsidiaries and principal equity method investees.

IIJ Technology Inc.

     IIJ Technology Inc. is an important element in our providing total Internet solutions to our customers. IIJ Technology Inc. is incorporated under the laws of Japan. IIJ Technology provides comprehensive network systems integration and consulting services, focusing on design, operation, and consulting for corporate networks (LANs, enterprise networks, Intranets) and their security systems. IIJ Technology assists customers in creating private IP networks, such as Intranets or virtual private networks, that securely isolate internal network traffic from public Internet traffic and provide each site on the private IP network access to other sites as well as to the Internet. IIJ Technology can integrate an organization’s multiple sites in different locations in Japan.

     On April 27, 2004, IIJ Technology completed a private placement of 10,000 shares of common stock to us and other shareholders for an approximate aggregate amount of ¥1,000 million. We accepted ¥850 million of the total amount. On June 30, 2004, 430 shares of 8,500 shares that we accepted were transferred to an employee stock holding association of IIJ Technology. As a result of those transactions, our shareholding in IIJ Technology became 67.9%.

     IIJ Technology had sales of approximately ¥12,964 million for the fiscal year ended March 31, 2004. As of March 31, 2004, IIJ Technology had 163 full-time employees, and 28 were seconded from us.

IIJ Media Communications Inc.

     IIJ Media Communications Inc. provides expert services to help customers exploit the potential of the Internet as a new communications medium. IIJ Media Communications is incorporated under the laws of Japan. IIJ Media Communications’ core business is providing various hosting and home page development services as well as Internet broadcasting services. For this purpose, IIJ Media Communications engages in research and development of the newest technologies for media communications, such as streaming technologies including multicast and portal service applications, and incorporates the technologies into various applications.

     IIJ Media Communications also provides total support for customers’ content and systems, particularly those customers who engage in e-commerce related activities. IIJ Media Communications provides consultation, planning, configuration (including selection of hardware and choices of applications), content production and ongoing support for its customers. Other basic media services offered by IIJ Media Communications include information management services related to the Internet. IIJ Media Communications also offers servers to manage mailing lists and provide simultaneous distribution services.

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     As of June 30, 2004, we own 60.1% of IIJ Media Communications.

     IIJ Media Communications had sales of approximately ¥843 million for the fiscal year ended March 31, 2004. As of March 31, 2004, IIJ Media Communications had 33 full-time employees, 33 of whom were seconded from us.

Net Care, Inc.

     Net Care Inc. provides a broad array of support services, from monitoring and troubleshooting to network operations and an end-user help desk. Net Care, Inc. is incorporated under the laws of Japan.

     As of June 30, 2004, we own 52.5% of Net Care.

     Net Care had sales of approximately ¥2,066 million for the fiscal year ended March 31, 2004. As of March 31, 2004, Net Care had 224 employees, and 12 were seconded from us.

IIJ America Inc.

     IIJ America Inc. is a U.S.-based Internet-access provider, catering mostly to U.S.-based operations of Japanese companies. IIJ America is incorporated under the laws of the state of California.

     As of June 30, 2004, we own 91.3% of IIJ America and IIJ Technology own 8.7%.

     IIJ America had revenues of $10,399 thousand for the fiscal year ended December 31, 2003. As of March 31, 2004, IIJ America had 13 employees, 5 of whom were seconded from us.

Asia Internet Holding Co., Ltd.

     Asia Internet Holding Co., Ltd. was created to own and manage the A-Bone, which is a high-speed Internet backbone network that connects countries in the Asia-Pacific region to a common network infrastructure. Asia Internet Holding is incorporated under the laws of Japan.

     Currently, the A-Bone ties into networks in Japan and several regions including China, Hong Kong and South Korea. Asia Internet Holding has network operations centers in each of these countries. The A-Bone also connects to the United States through our network. The primary customers of Asia Internet Holding are telecom carriers and ISPs throughout Asia including Japan.

     As of June 30, 2004, we own 26.7% of Asia Internet Holding. We operate and manage the A-Bone pursuant to an agreement with Asia Internet Holding. The amount of payment from Asia Internet Holding to IIJ for the operation and management is ¥6 million per month, with the renewed agreement dated July 1, 2004.

     Asia Internet Holding had sales of approximately ¥1,354 million for the fiscal year ended March 31, 2004. As of March 31, 2004, Asia Internet Holding had 13 employees, 2 of whom were seconded from us and three of whom worked part time.

Internet Multifeed Co.

     Internet Multifeed Co. provides the location and facilities for directly connecting high-speed Internet backbones with content servers to make distribution on the Internet more efficient. Internet Multifeed is incorporated under the laws of Japan. We developed their technology jointly with NTT Group. Internet

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Multifeed launched new IX (Internet eXchange — where major ISPs exchange network traffic) services named JPNAP in Tokyo in May 2001 and expanded the service to Osaka in December 2001.

     Through its multifeed connectivity and multifeed housing services, Internet Multifeed has already connected major ISPs to its premises. Having such an environment, Internet Multifeed provides multifeed housing services for content providers, which allows them to distribute content more efficiently by reducing the number of networks that data must travel through. Major news company customers include Asahi Shimbun, Nikkei, Mainichi and Yomiuri. Matsui Securities, one of Japan’s largest Internet security companies, is also one of its customers.

     As of June 30, 2004, we own 26% of Internet Multifeed and IIJ Technology and IIJ Media Communications each own 2%. Internet Multifeed had sales of approximately ¥1,746 million for the fiscal year ended March 31, 2004. As of March 2004, Internet Multifeed had 19 full-time employees, and four employees were seconded from us.

atom Co., Ltd.

     atom Co., Ltd., which is incorporated under the laws of Japan, is primarily a web page design company that aims to define new forms of design work using digital technology in all network-based aspects of design from content production to graphic design.

     As of June 30, 2004, we own 40% of atom, which had sales of approximately ¥672 million for the fiscal year ended March 31, 2004. As of March 31, 2004, atom had 61 employees, one of whom was seconded from us.

Capital Expenditures

     The table below shows our capital expenditures, which we define as amounts paid for purchases of property and equipment plus acquisition of assets by entering into capital leases, for the last three years.

                         
    For the fiscal year ended March 31,
    2002
  2003
  2004
    (millions of yen)
Capital expenditures, including acquisition of assets by entering into capital leases
  ¥ 3,773     ¥ 4,893     ¥ 3,523  

     Our future capital expenditures are difficult to predict given the rapid changes and uncertainties in our business. Most of our capital expenditures relate to the expansion and improvement of our existing network, including the leasing of lines that form our network backbone and the installation of the routers and servers necessary to offer services on our network. Our current plans call for us to make capital expenditures, including acquisition of assets by entering into capital leases, of approximately ¥3.0 to ¥5.0 billion in each of the next few years to increase the access to our networks to maintain the current network quality. In addition, we will continue to add equipment to our network as we expand the capacity of our network.

     We have not made any material divestitures in the current or past three fiscal years, except the loss on disposal of property and equipment of ¥112 million in March 2003 that was primarily due to our move to new headquarters.

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Seasonality

     See Item 5.D., “Trend Information — Factors Affecting Our Future Financial Results — Systems integration revenues including related equipment sales revenues — Seasonality.”

Sales and Marketing

     Our sales headquarters are in Tokyo. We also have branches in Osaka, Nagoya, Sapporo, Sendai, Toyota, Toyama, Hiroshima, Fukuoka and Okinawa in order to cover the major metropolitan areas in which the majority of large Japanese companies operate. As of March 31, 2004, we had approximately 210 people working in sales and marketing.

     We organize our sales personnel into seven distinct, separate divisions: five Sales Divisions, New Business Development Division and Marketing Division.

     Sales Divisions consists the five following Divisions:

    Three of Divisions focus on our total network solutions and work with large corporate clients, including telecommunications carriers and ISPs, financial institutions, manufacturing, government institutions, universities and other schools, or focus on expansion of sales agents for IIJ services and network equipment. In order to provide total network solutions, personnel in our sales divisions work closely with other IIJ Group companies such as IIJ Technology as well as with other important service providers.
 
    One of Divisions focuses on total network solutions and works with governmental institutions.
 
    One of Divisions focuses on sales outside of Tokyo.

     Our New Business Development Division focuses on new business development or partnerships with other service providers. Our Marketing Division has two sections: Strategic Sales and Promotion & Research. Strategic Sales is responsible for the planning and management on the sales figures, processes and other information. Promotion & Research promotes marketing communications through advertisement activities as well as organizes conferences and seminars given for targeted customers in order to enhance awareness of our total network solutions.

Customers

     We have approximately 6,000 business and other institutional customers and approximately 696,000 individual subscribers, which includes individuals through OEM services, as of March 31, 2004. Our main customers continue to be major corporations including ISPs. We were awarded the “best service provider” title in a major annual survey conducted by Nikkei Communications, a leading telecom industry trade magazine, for two consecutive years of 2001 and 2002 (The survey was not conducted in 2003). According to the survey in 2002, which included responses from 856 Japanese companies, we were ranked number one in qualifying categories of broadband services, dedicated access services and dial-up access services.

Research and Development

     We have always focused on advancing the use of networking technologies, including the Internet in Japan. Many of our engineers regularly participate in industry organizations and government-sponsored research projects such as researching new Internet protocol standards, namely Internet Protocol Version 6 (IPv6). These engineers have continued to develop innovative services, applications and products, many of which have set the standard for the Internet industry in Japan. In addition to our efforts to develop innovative

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services, we have engaged in the research and development of new basic technology by establishing IIJ Research Laboratory since 1998.

     Our research and development expenses averaged less than 1.0% of total revenues for the past two consecutive years. For the fiscal years ended March 31, 2004, 2003 and 2002, our research and development expenses were ¥358 million, ¥414 million and ¥319 million, respectively, most of which was personnel expense. The level of research and development expenditures is low in relation to our total costs primarily because we do not engage in extensive research and development of new technologies and products that require large investments. Rather, as noted above and as set forth in more detail below, we are intensively engaged in daily research and development activities. We focus on monitoring the developments in the industry and in developing new and innovative services and applications by using and modifying existing technologies and products.

     As of March 31, 2004, we had approximately 54 people working in our research and development organization, including the staff in IIJ Research Laboratory, all of whom also have additional responsibilities in the Business Development Department and the Development Department. Our research and development staff works very closely with our sales and marketing personnel and technical engineers to ensure that our research and development efforts are closely aligned with the demands of our customers.

Research and Development Organization

     We have organized our research and development staff to promptly and effectively address the rapidly changing technological environment in the Internet. Research and development on practical applications of new and developing technologies is the responsibility of the IIJ Research Laboratory, the Development Department and the Product Development Division in Business Development Department.

      IIJ Research Lab oratory. We established the IIJ Research Laboratory in April 1998 to engage in the research and development of new basic network technologies. Through the IIJ Research Laboratory, we are participating in various research and development activities in cooperation with organizations from the private and academic sectors to promote the deployment and implementation of IPv6. The output of the joint undertaking with WIDE project is distributed freely in order to promote the introduction of IPv6 on a worldwide scale. IPv6 is designed to solve problems inherent in the current version of IP, which is IPv4, such as IP address space depletion. In addition, IPv6 is expected to provide new network features such as ubiquitous networking.

      Development Department. As of March 31, 2004, the Development Department comprised the following divisions:

    Network Engineering Division, which designs network infrastructures including Internet data centers and software development aimed at enhancing network monitoring and traffic management; and
 
    System Design and Development Division, which develops network security technology and applications such as firewalls, and manages technology implementation for various new services.

      Product Development Division . The Product Development Division designs network-related products, such as network monitoring devices and routers.

     In April 2004, we reorganized the Development Department and the Business Development Department into the Technology Department, aiming to establish a more efficient service development structure.

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Research and Development Strategy

     Our primary research and development objective is to continue to develop innovative services, applications and products that will meet the current and future demands of our customers and that will continue to be at the forefront of the Internet industry in Japan. In furtherance of this objective, our research and development efforts currently are focused on a variety of projects, including:

    continued improvement of our SEIL router and SEIL Management Framework, systems which we developed specifically to be integrated into IIJ’s network-related services;
 
    research relating to the methodology of configuration of routers and other servers;
 
    research relating to behavior of Internet routing systems;
 
    software development for management of border gateway protocol, or BGP, which is protocol that allows routers to exchange routing information on the TCP/IP network;
 
    research for Internet traffic monitoring and management;
 
    development of software and evaluation of hardware relating to improving the operations of routers located on our customers’ premises; and
 
    research and development of IPsec, which is a secure version of IP that provides secure communication channels over the Internet.

     A second research and development objective is to continue participating in or otherwise closely monitoring the new products, developments and initiatives of manufacturers and standards-setting and research groups. Through these efforts, we seek to ensure that we have timely and effective access to new technologies and that we implement these technologies effectively. Because the rate of change in technology relevant to our business is so rapid, we believe that the sophistication and experience of our research and development personnel is an important part of our success.

Proprietary Rights

     Although we believe that our success is more dependent upon our technical, marketing and customer service expertise than our proprietary rights, we rely on a combination of trademark and contractual restrictions to establish and protect our technology.

Licenses

     We have acquired a license from Check Point Software Technologies that allows us to provide managed firewall services for high-end users using Check Point’s Firewall-1 and Provider-1 products. Since June 1999, we are also a licensee under an agreement with WatchGuard Technologies, Inc. for the right to use WatchGuard’s managed firewall service products that provide the ability to manage, update and configure firewalls remotely. We have acquired a license from Trend Micro Incorporated that will allow us to add the option of virus scanning to our e-mail hosting and e-mail services. We are also a licensee under an agreement with RSA Security Inc. that enables us to provide advanced secure remote access service to our customers. Additionally, we are a licensee under an agreement with NRI Secure Technologies, Ltd. which enables us to provide service to investigate and identify any security problems in our customers’ networks.

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Trademarks

     We have applied for trademark registrations of our corporate name, “Internet Initiative Japan Inc.” and certain other corporate and product names in Japan, the United States and certain European countries. As of June 30, 2004, there were no applications pending and 28 which have been granted.

Legal Proceedings

     We are involved in normal claims and other legal proceedings in the ordinary course of business. Except as noted below, we are not involved in any litigation or other legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on us or our operations.

     In December 2001, a class action complaint alleging violations of the federal securities laws was filed against us in the United States District Court for the Southern District of New York, naming as defendants IIJ; Koichi Suzuki, our President, Chief Executive Officer and Representative Director; Yasuhiro Nishi, our former Director, Chief Financial Officer and Chief Accounting Officer; and the Goldman Sachs Group Inc. and Morgan Stanley Dean Witter, Inc., both of which served as underwriters of our initial public offering. Similar complaints have been filed against over 300 other issuers that have had initial public offerings since 1998, and all such actions have been included in a single coordinated proceeding in the Southern District of New York. An amended complaint was filed on April 24, 2002. The amended complaint alleges, among other things, that the underwriters of our initial public offering (i) entered into certain alleged compensation arrangements with the underwriters’ clients, such as undisclosed commissions or tie-in agreements to purchase stock in the after-market, and (ii) engaged in manipulative practices to artificially inflate the price of our stock in the after-market subsequent to the initial public offering. The IIJ defendants are named in the amended complaint pursuant to Sections 11 and 15 of the Securities Act of 1933, as amended, and Sections 10(b) and 20(a), and Rule 10b-5 of the Securities Exchange Act of 1934, as amended, on the basis of an alleged failure to disclose the underwriters’ alleged misconduct. The complaint seeks unspecified damages. On July 15, 2002, we joined in an ‘omnibus’ motion to dismiss the amended complaint filed by the issuers and individuals named in the various coordinated cases. In June 2003, we approved a settlement with the plaintiffs in this matter. In June 2004, we along with the plaintiffs, the insurers, and virtually all of the other solvent issuer companies in the coordinate cases, executed an agreement of settlement, which has been submitted to the United States District Court for the Southern District of New York for preliminary approval. The settlement releases us and the individual defendants for liability for the conduct alleged in the action. Under the settlement, we agreed to assign away, not assert, or release certain potential claims we may have against our underwriters. As to financial impact on us, the settlement provides that the class members will be guaranteed $1 billion dollars in recoveries by the insurers of the issuers. In addition to IIJ’s portion of the proposed settlement, some of the continuing legal expenses incurred in connection with the partial settlement would be borne by our insurer based on the settlement agreement and an individual agreement between us and our insurer. Consequently, we believe that there will be no significant financial impact on us as a result of this matter.

Regulation of the Telecommunications Industry in Japan

     The MPHPT regulates the Japanese telecommunications industry. Carriers, including us, are regulated by the MPHPT primarily under the Telecommunications Business Law.

The Telecommunications Business Law

     The Telecommunications Business Law was considerably amended in July 2003. The amendments to the Telecommunications Business Law, which came into force on April 1, 2004, include, among other things:

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    the elimination of the classification of Type I Carriers and Type II Carriers;
 
    deregulation of regulations on charges and terms and conditions for providing services by Carriers; and
 
    the introduction of certain terminal-equipment-supplier’s declaration system regarding technical standard conformity.

     The Prior Telecommunications Business Law stipulated that the Carriers shall be classified as either Type I Carrier or Type II Carrier, and imposed regulations in accordance with such classification of Carriers. Prior Type I Carriers, such as NTT East, NTT West, provided telecommunications services by establishing their own telecommunications circuit facilities. Prior Type II Carriers, including us, engaged in the businesses of telecommunications circuit resale and the provision of Internet services by using the telecommunications facilities of Type I Carriers.

     However, from the viewpoint of encouraging telecommunications carriers to carry out diverse business, etc, the Telecommunications Business Law was amended so as to abolish the classification of Type I Carriers and Type II Carriers, and thereupon the rules pertaining to services (i.e., start-up, abolition, charges and tariffs, etc.) were deregulated in principle while establishing rules to protect the users, and the rules pertaining to infrastructure were reviewed as necessary while maintaining the basic framework stipulated under the prior Telecommunications Business Law. For example, (i)the approval system for business entries and withdrawals was replaced by a registration/notification system, (ii)regulations pertaining to service offerings, tariff setting and interconnection between carriers were liberalized, (iii)regulations to protect service users such as announcement of withdrawal, explanation of important matters on services and swift processing of complaints were introduced, and (iv)an authorization system allowing priority usage of public utilities conducive to facilitation of circuit facilities deployment was introduced.

     The following table summarizes changes by the amendment above in some of the major regulatory requirements applicable to telecommunications carriers:

(Before Amendment)

             
    Type I Carriers
  Type II Carriers
        Special Type II
  General Type II
Start-up of services
  Permission from
MPHPT required
  Registration with
MPHPT required
  Notification to MPHPT required
Rates and charges
  Notification* to MPHPT required   Notification to MPHPT required   Unregulated
Share acquisition by foreign investors
  Unregulated**   Unregulated   Unregulated


*   Type I Carriers which operate Category I Designated Telecommunications Facilities are required to receive MPHPT approval for their Interconnection charges.
 
**   Prior notification is required under the Foreign Exchange and Foreign Trade Law. This is not applicable to purchasers of ADSs. A one-third foreign ownership restriction is applicable only to NTT (which was changed from a 20% foreign ownership restriction on November 30, 2001).

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(After Amendment)

         
    Telecommunications Carriers
    Registration required
  Registration exempted
Start-up of services
  Registration with
MPHPT required*
  Notification to MPHPT required****
Rates and charges
  Notification to MPHPT required**   Unregulated
Share acquisition by foreign investors
  Unregulated***   Unregulated

     Before the amendments to the Telecommunications Business Law, we were classified as a Special Type II Carrier. After the amendments, we are deemed by the effect of Supplementary Provisions to the amended Telecommunications Business Law to have filed the notification to MPHPT under the amended Telecommunications Business Law. In practice, we filed an actual notification to MPHPT in April 2004 according to the request of MPHPT.


*   Applicable to telecommunications carriers which install certain large scale circuit facilities unless an exemption applies as designated by the applicable ministerial ordinance of MPHPT from the viewpoint of the scale of the telecommunications circuit facilities and the scope of areas where such telecommunications circuit facilities are installed.
 
**   Applicable to universal services and services which have the control power over the market provided by the telecommunications carriers which install what is called the “bottle-neck facilities”.
 
    Telecommunications carriers which operate Category I Designated Telecommunications Facilities are required to receive MPHPT approval for their Interconnection terms and charges.
 
***   Prior notification is required under the Foreign Exchange and Foreign Trade Law for acquisition of shares of telecommunications carriers to which registration for start-up services is applicable. This is not applicable to purchasers of ADSs. A one-third foreign ownership restriction is applicable only to NTT.
 
****   Currently, carriers which meet the following two requirements established by the ministerial ordinance of MPHPT are exempted from registration with MPHPT: (i) areas of installation of terminal-related transmission facilities are limited to only within a single municipal (city, town or village) and (ii) areas of installation of relay-related transmission facilities are limited to only within a single prefecture.

Regulations of telecommunications carriers

     The following regulations apply to telecommunications carriers defined in the Telecommunication Business Law.

      Start-up of Services

    Carriers with registration
 
      Registration with the MPHPT required for telecommunications carriers which exceed criteria established by MPHPT’s ordinance in relation to the scale of the telecommunications circuit facilities and the scope of areas where such telecommunications circuit facilities are installed.
 
    Other Carriers
 
      Notification to the MPHPT required for telecommunications carriers other than the above. We do business under this category.

      Charges and Tariffs

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    Unregulated, in general. The requirement that standard terms and conditions be applied equally to all users was repealed.
 
    Prior notification to the MPHPT required for Basic Telecommunications Services (universal services such as basic fee, local call and emergency telecommunication service) and Designated Telecommunications Services (i.e., services which have the controlling power over the market provided by the telecommunications carriers which install what is called the “bottle-neck facilities”). Among the Designated Telecommunications Services, the telecommunications services to be specified by MPHPT at least once a year will be subject to price cap regulations, under which carriers will be required to obtain approval from the MPHPT if a proposed change of charge exceeds the price cap. Providing these telecommunications services other than pursuant to the terms and conditions notified to the MPHPT is prohibited, unless minor exceptions apply.

      Articles of Interconnection Agreements

    Unregulated, in general.
 
    Approval from the MPHPT required for Category I Designated Telecommunications Facilities.
 
    Prior notification to the MPHPT required for Category II Designated Telecommunications Facilities.

      Telecommunications Facilities of Carriers.

    A telecommunications carrier that owns telecommunications circuit facilities must maintain its telecommunications facilities (except telecommunications facilities stipulated in MPHPT’s ordinances as those having a minor influence on the users’ benefit in the cases of damage or failure thereof) in conformity with the technical standards provided in the applicable MPHPT’s ordinances. Such Carriers shall confirm itself that said telecommunications facilities are in compliance with such technical standards specified in the applicable MPHPT’s ordinances.
 
    A telecommunications carrier that provides Basic Telecommunications Services, must maintain their telecommunications facilities for provision of their Basic Telecommunications Services in conformity with the technical standards provided in the applicable MPHPT’s ordinances.
 
    Telecommunications Carriers that own telecommunications circuit facilities or provide Basic Telecommunications Services must establish their own administrative rules in accordance with MPHPT’s ordinances in order to secure the reliable and stable provision of telecommunications services. These administrative rules must regulate the operation and manipulation of telecommunications facilities and the safeguarding, inspecting and testing regarding the construction, maintenance and administration of telecommunications facilities, etc. as provided for by the ministerial ordinance of MPHPT. Such administrative rules must be submitted to the MPHPT prior to the commencement of operations, and changes must be submitted to the MPHPT after they are implemented without delay.

      Order to Improve Business Activities

    The Minister for MPHPT may, if it is deemed that business activities of a telecommunications carrier falls under the inappropriate items set forth in the Telecommunications Business Law,

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      insofar as necessary to ensure the users’ benefit or the public interest, order said telecommunications carrier to take actions to improve operations methods or other measures.

      Right of Way Privilege for Authorized Carriers

    Authorization on the entire or a part of a carrier’s telecommunications business by MPHPT for the privileged use of land or other public utilities for circuit facilities deployment is required. Right of Way privilege is available to carriers irrespective of registration.

      Merger, Business Transfer or Divestiture of Carriers

    Post facto notification to MPHPT without delay is required.

      Business Suspension, Abolition or Dissolution of Carriers

    Post facto notification to MPHPT without delay is required. Prior announcement of withdrawals to service users is required in accordance with MPHPT’s ordinance.

      Foreign Capital Participation

    Unregulated. Prior notification is required under the Foreign Exchange and Foreign Trade Law for acquisition of shares of telecommunications carriers to which registration for start-up services is applicable. This is not applicable to purchasers of ADSs. The one-third foreign ownership restriction is applicable only to NTT.

C.   Organizational Structure.

     The information required by this item is in “ — Our Group Companies” above.

D.   Property, Plants and Equipment.

     The information required by this item is in “ — Network”, “ — Backbone”, “ — POPs”, and “ — Internet Data Centers” above.

Item 5. Operating and Financial Review and Prospects.

A.   Operating Results.

      You should read the following discussion of our financial condition and results of operations together with Item 3.A. of this annual report on Form 20-F and our consolidated financial statements and the notes to those financial statements beginning on page F-1 of this annual report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of factors including but not limited to those in Item 3.D. of this annual report on Form 20-F.

Overview

     We are a leading provider of a comprehensive range of Internet-access services and network solution services in Japan. We were founded in December 1992 and began offering Internet-access services commercially in July 1993. We were one of the first commercial ISPs in Japan.

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     Our primary sources of revenues are connectivity services, comprised of dedicated Internet-access services and dial-up Internet-access services, systems integration services, equipment sales as part of our provision of total network solutions and other value-added services such as Internet data center services, security services, and mail server outsourcing services. Substantially all of our revenues are from our customers in Japan.

     We also provide various applications services and systems operation and maintenance services, such as systems development and integration for business-to-business and business-to-consumer networks, outsourcing projects, Web design, content development and distribution, network monitoring and call center support. We are the main point of contact for customers for these various services.

     We categorize our Internet-access services revenues into dedicated access services and dial-up access services; however, there is no reasonable means to, and accordingly we do not, allocate the leasing fees for leased lines, other than customers’ local access lines, and the lease payments, depreciation and other charges for network equipment to each such category of our Internet-access service revenues.

     Revenues were ¥39.9 billion, ¥44.0 billion and ¥38.8 billion for the fiscal years ended March 31, 2002, 2003 and 2004, respectively. In recent years, revenues from connectivity and value-added services have been stable overall, but revenues can fluctuate significantly based on the results of the systems integration business and equipment sales. The decrease in revenues for the year ended March 31, 2004 as compared to the previous fiscal year largely reflects the decline in systems integration service and equipment sales revenues in the first half of the fiscal year ended March 2004, which were adversely affected by weak corporate investment in Japan and influence of Crosswave’s commencement of corporate reorganization proceedings in that period, though revenue has increased, especially in the systems integration business, in the second half of the fiscal year ended March 2004. Systems integration revenues are typically stronger in the second half of the fiscal year.

     Operating losses in the fiscal year ended March 2004 was ¥1.4 billion, an improvement from an operating loss of ¥1.7 billion in the fiscal year ended March 2003. As a result of the increase in revenue in the systems integration business and the decrease in total costs and expenses, operating income for the fiscal year ended March 31, 2002 was ¥54 million. Operating income has started to show signs of improvement in the second half of the fiscal year ended March 31, 2004. We had unaudited operating loss of ¥12.1 billion for the first quarter and ¥0.8 billion for the second quarter and unaudited operating income of ¥0.2 billion for the third quarter and ¥0.3 billion for the fourth quarter of the fiscal year ended March 31, 2004. Positive operating income in the third quarter and the fourth quarter were not sufficient to cover the first half of the fiscal year’s operating loss.

     Net loss in the fiscal year ended March 2004 was ¥105 million, a significant improvement from ¥16,477 million in the fiscal year ended March 2003, and ¥7.4 billion for the year ended March 31, 2002 when net loss was negatively impacted by losses associated with our investment in Crosswave. In addition to the improvement in operating income for the second half of the year ended March 31, 2004, the improvement reflected a special gain from the sale of an equity investment and income tax benefits associated with increased unrealized gains from certain available-for-sale securities.

     On June 26 and September 16, 2003, we completed private placements of a total of 15,880 shares of our common stock to investors in Japan for an aggregate amount of ¥13.3 billion for working capital and repayment of our outstanding 1.75% convertible notes due on March 31, 2005. As a result of these transactions, the total number of our issued shares of common stock increased to 38,360 and NTT Group

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shareholding increased to 31.6%. We plan to redeem or repurchase the remaining ¥11.1 billion of 1.75% convertible notes due on March 31, 2005 using our cash and cash equivalent as well as available-for-sale securities.

     In order to provide our customers with total network solutions, we provide our services directly or by working together with the subsidiaries and affiliates of the IIJ Group. We refer to our subsidiaries and certain affiliates as our group companies, and we have invested heavily in and exercise significant influence over these companies. We have consolidated four of our group companies — IIJ Technology, IIJ Media Communications, IIJ America and Net Care. We account for our non-consolidated group companies by the equity method.

     We accounted for Crosswave under the equity method for the fiscal years ended March 31, 2002 and 2003. As a result of Crosswave’s financial condition, we recognized an impairment loss for the full value of our investment in Crosswave at March 31, 2003. As a result of Crosswave’s commencement of corporate reorganization proceedings in August 2003, we wrote off ¥1.7 billion of outstanding loans extended to Crosswave and ¥0.4 billion of accounts receivable owed to us by Crosswave in the fiscal year ended March 31, 2004 and no longer account for Crosswave under the equity method. For the fiscal year ended March 31, 2003, we have written off our equity method investment as well as a ¥5.0 billion security deposit advanced to four Japanese commercial banks on behalf of Crosswave in connection with financing provided by these banks to Crosswave. In December 2003, Crosswave transferred its business operations to NTT Communications.

     For a discussion of factors affecting our future financial results, see “Item. 5.D. Trend Information”.

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      Results of Operations

     As an aid to understanding our operating results, the following tables show items from our statement of operations for the periods indicated in millions of yen amounts (or thousands of U.S. dollars) and as a percentage of total revenues.

                                                         
    Fiscal year ended March 31,
    2002
  2003
  2004
    (millions of yen except for percentage data)   (Thousands
        of U.S.
        dollars)
REVENUES:
                                                       
Connectivity and value-added services revenues:
                                                       
Dedicated access:
                                                       
IP Service including Data Center Connectivity Services
  ¥ 10,326       25.9 %   ¥ 10,298       23.4 %   ¥ 9,927       25.6 %   $ 95,289  
Others (including IIJ FiberAccess/F, IIJ Ethernet Standard, IIJ DSL/F, IIJ T1 Standard, IIJ Economy)
    3,977       9.9       3,517       8.0       2,935       7.6       28,172  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total dedicated access
    14,303       35.8       13,815       31.4       12,862       33.2       123,461  
Dial-up access
    3,644       9.1       3,155       7.2       3,088       8.0       29,646  
Value-added:
                                                       
Data Center facility and operation services
    1,448       3.6       1,442       3.3       1,405       3.6       13,484  
Other
    1,652       4.2       2,161       4.9       2,891       7.5       27,754  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total value-added
    3,100       7.8       3,603       8.2       4,296       11.1       41,238  
Other
    1,668       4.2       1,726       3.9       2,118       5.4       20,328  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total connectivity and value-added services
    22,715       56.9       22,299       50.7       22,364       57.7       214,673  
Systems integration, including related equipment sales
    14,356       36.0       15,013       34.1       11,848       30.5       113,723  
Equipment sales
    2,834       7.1       6,706       15.2       4,567       11.8       43,839  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total revenues
    39,905       100.0       44,018       100.0       38,779       100.0       372,235  
COST AND EXPENSES:
                                                       
Cost of connectivity and value-added services:
                                                       
International backbone cost
    2,469       6.2       1,644       3.7       829       2.1       7,959  
Domestic backbone cost
    3,187       8.0       3,591       8.2       3,891       10.0       37,344  
Local access line cost
    3,872       9.7       3,862       8.8       3,500       9.0       33,600  
Other connectivity cost
    1,375       3.4       1,532       3.5       1,422       3.7       13,648  
Depreciation and amortization
    2,474       6.2       2,957       6.7       3,135       8.1       30,095  
Other
    6,423       16.1       6,801       15.4       7,270       18.8       69,785  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total cost of connectivity and value-added services
    19,800       49.6       20,387       46.3       20,047       51.7       192,431  
Cost of systems integration, including related equipment sales:
                                                       
Cost of equipment sales related to systems integration
    3,303       8.3       3,377       7.7       1,546       4.0       14,837  
Other
    9,011       22.6       9,713       22.0       8,306       21.4       79,727  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total cost of systems integration
    12,314       30.9       13,090       29.7       9,852       25.4       94,564  
Cost of equipment sales
    2,540       6.4       6,417       14.6       4,346       11.2       41,719  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total cost of revenues
    34,654       86.9       39,894       90.6       34,245       88.3       328,714  
Sales and marketing
    3,038       7.6       3,176       7.2       3,528       9.1       33,859  
General and administrative
    1,840       4.6       2,205       5.0       2,098       5.4       20,143  
Research and development
    319       0.8       414       1.0       358       0.9       3,436  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total cost and expenses
    39,851       99.9       45,689       103.8       40,229       103.7       386,152  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
OPERATING INCOME (LOSS)
    54       0.1       (1,671 )     (3.8 )     (1,450 )     (3.7 )     (13,917 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 

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    Fiscal year ended March 31,
    2002
  2003
  2004
    (millions of yen except for percentage data)   (Thousands
        of U.S.
        dollars)
OTHER INCOME (EXPENSES):
                                                       
Interest income
  ¥ 122       0.3 %   ¥ 68       0.1 %   ¥ 38       0.1 %   $ 360  
Interest expense
    (659 )     (1.6 )     (733 )     (1.7 )     (702 )     (1.9 )     (6,739 )
Foreign exchange gains (losses)
    255       0.6       (280 )     (0.6 )     (7 )     (0.0 )     (62 )
Other — net
    (661 )     (1.6 )     (324 )     (0.7 )     1,653       4.3       15,869  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Other income (expenses) — net
    (943 )     (2.3 )     (1,269 )     (2.9 )     982       2.5       9,428  
LOSS FROM OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)
    (889 )     (2.2 )     (2,940 )     (6.7 )     (468 )     (1.2 )     (4,489 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
INCOME TAX EXPENSE (BENEFIT)
    1,099       2.8       912       2.1       (2,133 )     (5.5 )     (20,474 )
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES
    24       0.1       153       0.4       236       0.6       2,264  
EQUITY IN NET LOSS OF EQUITY METHOD INVESTEES: (1)(2)
                                                       
Equity method net loss
    (5,482 )     (13.8 )     (5,625 )     (12.8 )     (286 )     (0.8 )     (2,748 )
Impairment loss on investment, advance and deposits for Crosswave
                (7,153 )     (16.2 )     (1,720 )     (4.4 )     (16,510 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total equity in net loss of equity method investees
    (5,482 )     (13.8 )     (12,778 )     (29.0 )     (2,006 )     (5.2 )     (19,258 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
NET LOSS
  ¥ (7,446 )     (18.7 )%   ¥ (16,477 )     (37.4 )%   ¥ (105 )     (0.3 )%   $ (1,009 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 


(1)   Equity method net loss of ¥5,514 million for the fiscal year ended March 31, 2003 was based on unaudited financial information made publicly available by Crosswave and the impairment loss on investment, advance and deposits for Crosswave was determined to be the amount required to reduce the carrying amount of investment in and deposits for Crosswave at March 31, 2003 to zero.
 
(2)   The audit report of Deloitte Touche Tohmatsu in respect of our financial statements as of and for the fiscal year ended March 31, 2003 was qualified as to the effects of such adjustments, if any, as might have been determined to be necessary if sufficient evidence regarding the equity method loss, the impairment loss on investment, advance and deposits for Crosswave and the related summary information of Crosswave for the year ended March 31, 2003 was available. As described elsewhere in this annual report, Crosswave is undergoing corporate reorganization proceedings in Japan and has not prepared audited financial statements for the year ended March 31, 2003 or other sufficient evidence of its results of operations to permit our auditors to issue an audit report or our financial statements as of and for the year ended March 31, 2003 without such qualification.

Year Ended March 31, 2004 Compared to the Year Ended March 31, 2003

Total revenues

     Our total revenues decreased 11.9% to ¥38.8 billion for the fiscal year ended March 31, 2004 from ¥44.0 billion for the previous fiscal year. These decreases were primarily due to decreases in systems integration revenues and equipment sales. Total revenue of connectivity and value-added services were almost same level as the previous fiscal year.

      Connectivity and value-added services revenues. Revenues from connectivity services and value-added services, which comprise our dedicated access, dial-up access and value-added services and other services, increased 0.3% to ¥22.4 billion for the fiscal year ended March 31, 2004 from ¥22.3 billion for the previous fiscal year.

    Dedicated access. Revenues from dedicated access services decreased 6.9% to ¥12.9 billion for the fiscal year ended March 31, 2004 from ¥13.8 billion for the previous fiscal year. This decrease reflected decreasing unit prices as a result of increased competition. Decreased

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      revenues from IP Service, IIJ T1 Standard and IIJ Economy were partially offset by increased revenue from our IIJ FiberAccess/F Service and IIJ DSL/F Service.

    Dial-up access. Revenues from dial-up access services decreased 2.1% to ¥3.1 billion for the fiscal year ended March 31, 2004 from ¥3.2 billion for the previous fiscal year. This decrease was the result of declining revenues from our dial-up access services for corporate and individual customers. For corporate users, the revenue decreased primarily due to an increase in demand for lower-cost broadband services, and for individual customers the revenue decreased primarily due to the declining revenues from IIJ4U Service. The decrease in individual customer revenue was offset partially by growing demand for dial-up access services provided on an OEM basis.
 
    Value-added services. Our value-added services revenues increased 19.2% to ¥4.3 billion for the fiscal year ended March 31, 2004 from ¥3.6 billion for the previous fiscal year. This increase reflected growth in security-related services, mail support services and virtual private network services, in part as a result of focusing sales efforts more on these higher margin services. Internet data center services amounted to ¥1.4 billion for the fiscal year ended March 31, 2004, a decrease of 2.5% from the previous fiscal year.
 
    Other. Other revenues, which included rental fees for network equipment, customer support service, and sale of Wide-area Ethernet services, amounted to ¥2.1 billion for the fiscal year ended March 31, 2004, a 22.7% increase from the previous fiscal year. The increase reflected improved performance by Net Care and increased sales of Wide-area Ethernet services.

      Systems integration revenues. Our revenues from systems integration, which include equipment sales related to systems integration, decreased 21.1% to ¥11.8 billion for the fiscal year ended March 31, 2004 from ¥15.0 billion for the previous fiscal year. This decrease largely reflected the first half of the fiscal year decline in systems integration revenues, which were adversely affected by weak corporate investment in Japan in that period.

      Equipment sales. Our equipment sales decreased 31.9% to ¥4.6 billion for the fiscal year ended March 31, 2004 from ¥6.7 billion for the previous fiscal year. The decrease in equipment sales revenues reflected our efforts to focus on higher margin systems integration and weak corporate investment in Japan.

Total cost of revenues

     Total cost of revenues decreased 14.2% to ¥34.2 billion for the fiscal year ended March 31, 2004 from ¥39.9 billion for the previous fiscal year. The decreases in total cost of revenues reflected primarily decreases in cost of systems integration revenues and cost of equipment sales, and decreases in backbone costs.

      Cost of connectivity and value-added services revenues . Cost of connectivity and value-added services revenues decreased 1.7% to ¥20.0 billion for the fiscal year ended March 31, 2004 from ¥20.4 billion for the previous fiscal year. The gross margin in connectivity and value-added services revenues increased to 10.4% for the fiscal year ended March 31, 2004 from 8.6% for the previous fiscal year. This increase is mainly a result of the decreases in international backbone costs due to price competition among international backbone providers and local access line costs due to the shift of the dedicated access service customers to the broadband services connected through NTT’s regional access networks (FLET’S). International backbone costs decreased 49.6% to ¥0.8 billion for the fiscal year ended March 31, 2004 from ¥1.6 billion for the previous fiscal year. Local access line costs decreased 9.4% to ¥3.5 billion from ¥3.9 billion for the previous fiscal year. Domestic backbone costs increased 8.3% to ¥3.9 billion due to an increase in connection fees with NTT’s regional access networks.

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      Cost of systems integration revenues. Our cost of systems integration revenues decreased 24.7% to ¥9.9 billion for the fiscal year ended March 31, 2004 from ¥13.1 billion for the previous fiscal year. The gross margin in systems integration revenues increased to 16.8% for the fiscal year ended March 31, 2004 from 12.8% for the previous fiscal year, due to our efforts to focus on higher margin systems integration including operational outsourcing services.

      Cost of equipment sales. Our cost of equipment sales decreased 32.3% to ¥4.3 billion for the fiscal year ended March 31, 2004 from ¥6.4 billion for the previous fiscal year. The gross margin in equipment sales increased to 4.8% for the fiscal year ended March 31, 2004 from 4.3% for the previous fiscal year.

Total costs and expenses

     Total costs and expenses, which includes total cost of revenues, sales and marketing expenses, general and administrative expenses and research and development expenses, decreased 11.9% to ¥40.2 billion for the fiscal year ended March 31, 2004 from ¥45.7 billion for the previous fiscal year. The decrease in total costs and expenses was primarily a result of the decrease in cost of systems integration, cost of equipment sales and backbone costs.

      Sales and marketing. Sales and marketing expenses increased 11.1% to ¥3.5 billion for the fiscal year ended March 31, 2004 from ¥3.2 billion for the previous fiscal year. The increase was primarily due to the write-off of accounts receivable from Crosswave amounting to ¥396 million in the fiscal year ended March 31, 2004.

      General and administrative. General and administrative expenses decreased 4.8% to ¥2.1 billion for the fiscal year ended March 31, 2004 from ¥2.2 billion for the previous fiscal year. The decrease in expenses was mainly due to the absence in the previous fiscal year of costs associated with our move into a new headquarter.

      Research and development. Research and development expenses decreased 13.6% to ¥358 million for the fiscal year ended March 31, 2004 from ¥414 million for the previous fiscal year. The decrease is primarily due to reduced development expenses relating to IPv6 technology and our originally developed network equipment, SEIL/neu Series.

Operating income (loss)

     As a result of the foregoing factors, operating loss decreased 13.2% to ¥1.4 billion for the fiscal year ended March 31, 2004 from ¥1.7 billion for the previous fiscal year.

Other income (expenses), net

     Net other income of ¥1.0 billion was recorded for the fiscal year ended March 31, 2004 compared to net other expenses of ¥1.3 billion for the previous fiscal year. The improvement was primarily a result of a gain generated by the sale of our stake in DLJdirect SFG Securities Inc., and a gain that came from repurchasing and canceling a portion of convertible notes due in March 2005.

      Interest income. Interest income decreased to ¥38 million for the fiscal year ended March 31, 2004 from ¥67 million for the previous fiscal year. The decrease is mainly due to the fact that we no longer had substantial amounts of dollar-denominated deposits or expenses.

      Interest expense. Interest expense, comprised of interest expense in respect of outstanding loans, convertible bonds and capital lease obligations, amounted to ¥702 million for the fiscal year ended March 31,

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2004 compared to ¥733 million for the previous fiscal year. Interest expense decreased due to the decrease in interest expense for convertible notes.

      Foreign exchange gains (losses). Foreign exchange loss decreased for the fiscal year ended March 2004 compared to the previous fiscal year as a result of a decrease in the U.S. dollar denominated monetary assets.

      Other-net. For the fiscal year ended March 31, 2004, we recorded other income of ¥1.6 billion, which reflects a gain of ¥1.6 billion generated by the sale of our stake in DLJdirect SFG Securities Inc., and a gain of ¥0.1 billion that came from repurchasing and canceling a portion of convertible notes due in March 2005. The income was partially offset by losses of ¥0.2 billion on the write down of investments in marketable and nonmarketable securities to reflect the decline in value considered to be other than temporary.

Loss from operations before income tax expense (benefit)

     Loss from operations before income tax expense (benefit) was ¥0.5 billion for the fiscal year ended March 31, 2004, a decrease from ¥2.9 billion for the fiscal year ended March 31, 2003. This decrease was largely the result of an increase in other income (expenses), net due to an extraordinary gain of ¥1.6 billion generated by the sale of our stake in DLJdirect SFG Securities Inc.

Income tax expense (benefit)

     For the fiscal year ended March 31, 2004, we recorded an income tax benefit of ¥2.1 billion compared to an income tax expense of ¥0.9 billion for the previous fiscal year. The benefit is due to a decrease in the valuation allowance for deferred tax assets attributable primarily to the income tax effect of increasing unrealized gains for the fiscal year on certain available-for-sale securities.

Minority interests in consolidated subsidiaries

     Minority interests in consolidated subsidiaries amounted to income of ¥236 million for the fiscal year ended March 31, 2004, compared to income of ¥153 million for the previous fiscal year. The increase mainly resulted from a net loss by IIJ Technology.

Equity in net loss of equity method investees

     Equity in net loss of equity method investees consist of equity method net loss in our equity method investees and impairment loss on investment, advance and deposits for Crosswave.

     Equity method net loss decreased to ¥0.3 billion for the fiscal year ended March 31, 2004 from ¥5.6 billion for the previous fiscal year. This decrease was mainly due to the absence of equity method net loss from Crosswave, since Crosswave is no longer accounted for under the equity method.

     Impairment loss on investment, advance and deposits for Crosswave for the fiscal year ended March 31, 2004 was ¥1.7 billion, as a result of write-off of loans to Crosswave. Impairment loss on investment, advance and deposits for Crosswave for the fiscal year ended March 31, 2003 was ¥7.2 billion, due to an impairment loss of investment in Crosswave.

Net loss

     Net loss for the fiscal year ended March 31, 2004 decreased to ¥0.1 billion from ¥16.5 billion for the previous fiscal year. The decrease in net loss primarily reflects a decrease in equity in net loss of equity

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method investees comprised primarily of equity method net loss and impairment loss on investment, advance and deposits for Crosswave. Income tax benefit and net non-operating income also decreased the net loss.

Year Ended March 31, 2003 Compared to the Year Ended March 31, 2002

Total revenues

     Our total revenues increased 10.3% to ¥44.0 billion for the fiscal year ended March 31, 2003 from ¥39.9 billion for the previous fiscal year. The primary drivers of this growth were increases in equipment sales, which are closely linked to our systems integration business, and increases in systems integration revenues. Value added services revenues also increased.

      Connectivity and value-added services revenues. Revenues from connectivity services and value-added services, which comprise our dedicated access, dial-up access and value-added services and other services, decreased 1.8% to ¥22.3 billion for the fiscal year ended March 31, 2003 from ¥22.7 billion for the previous fiscal year.

    Dedicated access. Revenues from dedicated access services decreased 3.4% to ¥13.8 billion for the fiscal year ended March 31, 2003 from ¥14.3 billion for the previous fiscal year. This decrease was the result of contract cancellations by ISPs affiliated with regional electric power companies and decreasing unit prices as a result of increased competition. Decreased revenues from IIJ T1 Standard, IP Service and IIJ Economy Service were partially offset by increased revenue from our IIJ fiber access/F Service and IIJ DSL/F Service.
 
    Dial-up access. Revenues from dial-up access services decreased 13.4% to ¥3.2 billion for the fiscal year ended March 31, 2003 from ¥3.6 billion for the previous fiscal year. This decrease was the result of declining revenues from our conventional dial-up access services and IIJ4U services. This decrease in IIJ4U revenues was due not only to the decrease in the number of subscribers but also to a shift to the lower-end IIJ4U fixed price service by users of NTT’s FLET’S services. The decrease was offset partially by growing demand for dial-up access services provided on an OEM basis.
 
    Value-added services. Our value-added services revenues increased 16.2% to ¥3.6 billion for the fiscal year ended March 31, 2003 from ¥3.1 billion for the previous fiscal year. This increase reflected growth in security-related services and mail support services, in part as a result of focusing sales efforts more on these higher margin services. Internet data center services amounted to ¥1.4 billion for the fiscal year ended March 31, 2003, the same general level as the previous fiscal year.
 
    Other. Other revenues, which included rental fees for network equipment, customer support service, and sale of Wide-area Ethernet services, amounted to ¥1.7 billion for the fiscal year ended March 31, 2003, a slight increase from the previous fiscal year. The increase reflected improved performance by Net Care and increased sales of Wide-area Ethernet services, which offset the decrease in rental fees for network equipment.

      Systems integration revenues. Our revenues from systems integration, which include equipment sales related to systems integration, increased 4.6% to ¥15.0 billion for the fiscal year ended March 31, 2003 from ¥14.4 billion for the previous fiscal year. Systems integration revenues accounted for 34.1% of our total revenues during the period compared to 36.0% in the previous fiscal year. This growth in our systems integration business reflected primarily the increase of recurring fees from systems operation and monitoring services.

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      Equipment sales. Our equipment sales increased 136.6% to ¥6.7 billion for the fiscal year ended March 31, 2003 from ¥2.8 billion for the previous fiscal year, mainly as a result of a larger than expected increase in sales of telecommunications equipment. Sales of our original “SEIL” series of routers, which are expected to serve as a core of the IIJ Group’s system management services, also increased.

Total cost of revenues

     Total cost of revenues increased 15.1% to ¥39.9 billion for the fiscal year ended March 31, 2003 from ¥34.7 billion for the previous fiscal year. The increase in total cost of revenues reflected primarily an increase in cost of systems integration revenues and cost of equipment sales.

      Cost of connectivity and value-added services revenues . Cost of connectivity and value-added services revenues increased 3.0% to ¥20.4 billion for the fiscal year ended March 31, 2003 from ¥19.8 billion for the previous fiscal year. The gross margin in connectivity and value-added services revenues decreased to 8.6% for the fiscal year ended March 31, 2003 from 12.8% for the previous fiscal year. This decrease is mainly a result of higher depreciation and amortization costs and higher domestic backbone costs. Domestic backbone costs increased 12.7% to ¥3.6 billion for the fiscal year ended March 31, 2003 from ¥3.2 billion for the previous fiscal year, attributable to an increase in connection fees with NTT’s regional access networks (FLET’S). International backbone costs decreased 33.4% to ¥1.6 billion for the fiscal year ended March 31, 2003 from ¥2.5 billion for the previous fiscal year. International yearly unit backbone costs decreased 66%. Local access line costs remained at the level of ¥3.9 billion compared to the previous fiscal year.

      Cost of systems integration revenues. Our cost of systems integration revenues increased 6.3% to ¥13.1 billion for the fiscal year ended March 31, 2003 from ¥12.3 billion for the previous fiscal year. The gross margin in systems integration revenues decreased to 12.8% for the fiscal year ended March 31, 2003 from 14.2% for the previous fiscal year.

      Cost of equipment sales. Our cost of equipment sales increased 152.6% to ¥6.4 billion for the fiscal year ended March 31, 2003 from ¥2.5 billion for the previous fiscal year. The increase reflected increased equipment sales to our systems integration customers. The gross margin in equipment sales decreased to 4.3% for the fiscal year ended March 31, 2003 from 10.4% for the previous fiscal year as a result of higher sales of lower-margin equipment.

Total costs and expenses

     Total costs and expenses, which includes total cost of revenues, sales and marketing expenses, general and administrative expenses and research and development expenses, increased 14.6% to ¥45.7 billion for the fiscal year ended March 31, 2003 from ¥39.9 billion for the previous fiscal year. The increase in total costs and expenses was primarily a result of the increase in domestic backbone costs, depreciation and amortization and cost of equipment sales.

      Sales and marketing. Sales and marketing expenses increased 4.5% to ¥3.2 billion for the fiscal year ended March 31, 2003 from ¥3.0 billion for the previous fiscal year. Increases in other sales and marketing expenses, including sales personnel expenses were partially offset by decreases in advertising expenses.

      General and administrative. General and administrative expenses increased 19.8% to ¥2.2 billion for the fiscal year ended March 31, 2003 from ¥1.8 billion for the previous fiscal year. The increase in expenses was due mainly to our move to a new headquarters building and an increase in our administrative staff as a result of the growth of our operations.

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      Research and development. Research and development expenses increased 29.8% to ¥0.4 billion for the fiscal year ended March 31, 2003 from ¥0.3 billion for the previous fiscal year. These expenses were mainly due to research and development on IPv6 and our proprietary router “SEIL”.

Operating income (loss)

     As a result of the foregoing factors, an operating loss of ¥1.7 billion was recorded for the fiscal year ended March 31, 2003 compared to operating income of ¥0.1 billion for the previous fiscal year.

Other income (expenses), net

     Net other expenses of ¥1.3 billion were recorded for the fiscal year ended March 31, 2003 compared to net other expenses of ¥0.9 billion for the previous fiscal year. The increase primarily reflected the recording of a foreign exchange loss of ¥0.3 billion as compared with a foreign exchange gain in the previous fiscal year.

      Interest income. Interest income decreased to ¥0.1 billion for the fiscal year ended March 31, 2003 compared to the previous fiscal year, as a substantial portion of our U.S. dollar-denominated monetary assets were used to fund the operations of our subsidiary IIJ America.

      Interest expense. Interest expense, comprised of interest expense in respect of outstanding loans, convertible bonds and capital lease obligations, increased slightly to ¥0.7 billion for the fiscal year ended March 31, 2003 compared to the previous fiscal year. The increase reflected primarily the increase in capital lease obligations which amounted to ¥6.4 billion as of March 31, 2003 from ¥4.8 billion as of March 31, 2002.

      Foreign exchange gains (losses). For the fiscal year ended March 31, 2003, we recorded a foreign exchange loss of ¥0.3 billion compared to a gain of ¥0.3 billion for the previous fiscal year. The loss is due to a foreign exchange loss on the U.S. dollar denominated monetary assets attributable to the appreciation of the Japanese yen against the U.S. dollar.

      Other-net. Other expenses for the fiscal year ended March 31, 2003 included losses of ¥0.3 billion on the write down of investments in marketable and nonmarketable securities to reflect the decline in value considered to be other than temporary.

Loss from operations before income tax expense (benefit)

     Loss before income tax expense (benefit) for the fiscal year ended March 31, 2003 of ¥2.9 billion increased primarily as a result of an operating loss.

Income tax expense (benefit)

     Income tax expense decreased 17.1% to ¥0.9 billion for the fiscal year ended March 31, 2003 from ¥1.1 billion for the previous fiscal year. This income tax expense was a result of an increase in the valuation allowance for deferred tax assets, attributable primarily to the income tax effect of unrealized gains which decreased in this period on certain available-for-sale securities.

Minority interests in consolidated subsidiaries

     Minority interests in consolidated subsidiaries amounted to income of ¥153 million for the fiscal year ended March 31, 2003 compared to income of ¥24 million for the previous fiscal year. The increase resulted from a net loss by IIJ Technology.

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Equity in net loss of equity method investees

     Our equity in net loss of equity method investees increased to ¥12.8 billion for the fiscal year ended March 31, 2003 from ¥5.5 billion for the previous fiscal year. This increase reflected the impairment loss on investment, advance and deposits for Crosswave of ¥7.2 billion, our equity method net loss in Crosswave of ¥5.5 billion and our equity method net loss in other equity method investees of ¥0.1 billion. Equity method net loss in Crosswave was based on unaudited financial information made publicly available by Crosswave and the impairment loss on investment, advance and deposits for Crosswave was determined to be the amount required to reduce the carrying amount of investments in and deposits for Crosswave at March 31, 2003 to zero. Even if the actual net loss of Crosswave for the fiscal year ended March 31, 2003 was higher than the publicly announced unaudited amount, the aggregate of our equity method net loss and impairment loss on investment, advance and deposits for Crosswave would remain unchanged at ¥12.8 billion and our operating loss and net loss would remain unchanged for the fiscal year ended March 31, 2003.

Net loss

     Net loss for the fiscal year ended March 31, 2003 increased to ¥16.5 billion from ¥7.4 billion for the previous fiscal year. The increase in net loss primarily reflects equity in net loss of equity method affiliates of ¥12.8 billion, comprised of equity method net loss and impairment loss on investment, advance and deposits for Crosswave and a ¥1.7 billion operating loss.

Application of Critical Accounting Policies

     In reviewing our financial statements, you should consider the sensitivity of our reported financial condition and results of operations to changes in the conditions and assumptions underlying the estimates and judgments made by our management in applying critical accounting policies.

     The preparation of financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from these estimates, judgments and assumptions. Note 1 to our consolidated financial statements includes a summary of the significant accounting policies used in the preparation of our financial statements. Certain accounting policies are particularly critical because of their significance to our reported results and because of the possibility that future events may differ significantly from the conditions and assumptions underlying the estimates used and judgments made by our management in preparing our financial statements.

     We have discussed the development and selection of critical accounting policies and estimates with our board of directors, and the board of directors has reviewed the disclosure relating to these, which are included in this “Operating and Financial Review and Prospects.” For all of these policies, we caution that future events rarely develop exactly as forecast, and even the best estimates may require adjustment.

Useful lives of property and equipment

     Property and equipment, net recorded on our balance sheet was ¥8,602 million at March 31, 2004, comprising 20.1% of our total assets. The values of our property and equipment, including purchased software and property and equipment under capital leases, are recorded in our financial statements at acquisition cost, and are depreciated or amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Our total depreciation and amortization expenses for the fiscal years ended March 31, 2002, 2003 and 2004 were ¥2,906 million, ¥3,470 million and ¥3,909 million, respectively.

     We estimate the useful lives of property and equipment, in order to determine the amount of depreciation and amortization expense to be recorded in each fiscal year. We determine the useful lives of our

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assets at the time the assets are acquired and base our determinations on expected use, experience with similar assets, established laws and regulations as well as taking into account anticipated technological or other changes. Estimated useful lives at March 31, 2004, were as follows:

         
Item
  Useful Lives
Data communications, office and other equipment
    2 to 15 years  
Leasehold improvements
    3 to 15 years  
Purchased software
    5 years  
Capitalized leases
    4 to 7 years  

     If technological or other changes were to occur more rapidly or in a different form than anticipated or new laws or regulations are enacted or the intended use changes, the useful lives assigned to these assets may need to be shortened, or we may need to sell or write off the assets, resulting in recognition of increased depreciation and amortization or losses in future periods. Our losses on disposal of property and equipment for the fiscal years ended March 31, 2002, 2003 and 2004 were ¥23 million, ¥112 million and ¥110 million, respectively.

     Ordinary maintenance and repairs are charged to income as incurred. Major replacements and improvements are capitalized. When properties are retired or otherwise disposed of, the property and related accumulated depreciation accounts are relieved of the applicable amounts and any differences are included in operating cost and expenses.

Impairment of long-lived assets

     Long-lived assets consist primarily of property and equipment, including capitalized leases. We perform an impairment review for our long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. This analysis is separate from our analysis of the useful lives of our assets, but it is affected by some similar factors. Factors that we consider important which could trigger an impairment review include, but are not limited to, the impact of the following trends or conditions:

    significant decline in the market value of an asset;
 
    current period operating cash flow loss;
 
    introduction of competing technologies or services;
 
    significant underperformance of expected or historical cash flows;
 
    significant or continuing decline in subscribers;
 
    changes in the manner or use of an asset;
 
    disruptions in the use of network equipment under capital lease arrangements; and
 
    other negative industry or economic trends.

     When we determine that the carrying amount of specific assets may not be recoverable based on the existence or occurrence of one or more of the above or other factors, we estimate the future cash inflows and outflows expected to be generated by the assets over their expected useful lives. We estimate the sum of expected undiscounted future cash flows based upon historical trends adjusted to reflect our best estimate of

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future market and operating conditions. If the sum of the expected undiscounted future net cash flows is less than the carrying value of the assets, we record an impairment loss based on the fair values of the assets. Such fair values may be based on established markets, independent appraisals and valuations or discounted cash flows. If actual market and operating conditions under which assets are used are less favorable or shorter than those projected by management, resulting in reduced cash flows, additional impairment charges for assets not previously written-off may be required. There was no impairment loss for long-lived assets for the fiscal years ended March 31, 2002, 2003 and 2004.

Allowance for doubtful accounts and uncollectible contractual prepayments

     We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. At March 31, 2003 and 2004, we maintained allowances for doubtful accounts of ¥125 million and ¥493 million, respectively. Management specifically analyzes accounts and loans receivable including historical bad debts, customer concentrations, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowances for doubtful accounts. If the financial condition of our customers or debtors were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Deferred tax assets

     To date, our deferred tax assets have been offset by a valuation allowance. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize the deferred tax assets in the future in excess of the net recorded amount, an adjustment to the valuation allowance and deferred tax benefit would increase income in the period such determination was made.

Valuation of investments

     The balance of our investments in securities is significant, and the valuation of such investments, requires us to make judgments using information that is generally uncertain at the time, such as assumptions regarding future financial conditions and cash flows. As at March 31, 2004, we had investments in securities classified as other investments in the amount of ¥7,932 million. We routinely assess the impairment of our investments by considering whether any decline in value is other-than-temporary. The factors we consider are:

    the length of time and the extent to which the market value has been less than cost;
 
    the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer such as changes in technology that may impair the earnings potential of the investment; and
 
    our intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. If a decline in value occurs and is deemed to be other-than-temporary, an impairment loss will be recorded to write-down the carrying value of the investment to fair value. If, after taking into account these considerations, the decline is judged to be other than temporary, the cost basis of the individual security is written down to a new cost basis and the amount of the write-down is accounted for as a realized loss.

     Losses on write-down of investments in certain marketable and nonmarketable securities for the fiscal years ended March 31, 2003 amounted to ¥191 million and losses on write-down of investements in certain

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nonmarketable equity and debt securities for the fiscal year ending March 31, 2004 amounted to ¥230 million and are included in other expenses.

     In addition to investments in securities, we also have investments in equities for which we have significant influence over the investee’s operations and financial policies and are accounted for by the equity method. For other than temporary declines in the value of such investments below the carrying amount, the investment is reduced to fair value and an impairment loss is recognized. For example, at March 31, 2003, we recognized an impairment loss of ¥7,153 million for our investment in and deposits for Crosswave, our former equity method investee. In determining and estimating the amount of the impairment loss, we considered the likeliness of the elimination of the common stock investment by operation of law upon approval of a reorganization plan or liquidation, the nature of deposits which are subordinate to the bank loans of Crosswave under the Cash Deficiency Support Agreement, the recoverability of the underlying net assets through sale or future operations upon Crosswave’s emergence from bankruptcy and other factors.

New Accounting Standards

     In November 2002, the Emerging Issues Task Force, or EITF, reached a consensus on Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” EITF Issue No. 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. The provisions of EITF Issue No. 00-21 apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF Issue No.00-21 will not have a material effect on our consolidated financial position and results of operations.

     In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN46”), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, Consolidated Financial Statements,” and subsequently revised in December 2003 with the issuance of FIN 46 (revised 2003). The interpretation requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the equity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company is required to apply this interpretation for periods ending after April 1, 2004. The adoption of the revised FIN 46 will not have an effect on the Company’s consolidated financial position or results of operation.

B.   Liquidity and Capital Resources.

Liquidity and Capital Requirements

     Our principal capital and liquidity needs in recent years have been for capital expenditures for the development, expansion and maintenance of our network infrastructure, lease payments, payment of principal and interest on outstanding borrowings, investments in current and former group companies and, other working capital.

      Capital expenditures. Our capital expenditures relate primarily to the development, expansion and maintenance of our network. Our future capital expenditures are difficult to predict given the rapid changes and uncertainties in our business, but under current plans we expect capital expenditures, including acquisition of assets by entering into capitalized leases, to range between ¥3.0 billion and ¥5.0 billion in each of the next few years.

     The table below shows our capital expenditures, which we define as amounts paid for purchases of property and equipment plus acquisition of assets by entering into capital leases, for the last three years.

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    For the fiscal year ended March 31,
    2002
  2003
  2004
    (millions of yen)
Capital expenditures, including acquisition of assets by entering into capital leases
  ¥ 3,773     ¥ 4,893     ¥ 3,523  

     Most of our capital expenditures relate to the expansion and improvement of our existing network, including the leasing of lines that form our network backbone and the installation of the routers and servers necessary to offer services on our network.

     We have not made any material divestitures in the current or past three fiscal years, except the loss on disposal of property and equipment of ¥112 million in March 2003 that was primarily due to our move to new headquarters.

      Lease payments. We have operating lease agreements with telecommunications carriers and others for the use of connectivity lines, including our domestic and international backbone as well as local access lines that customers use to connect to IIJ’s network. The leases for our domestic backbone are primarily non-cancelable for a minimum one-year lease period. The leases for our international backbone available as of March 31, 2004, were entered into with carriers for a lease period ranging from one to two years and are substantially non-cancelable. We also lease office premises and certain office equipment under non-cancelable operating leases which expire on various dates through the year 2007 and also lease network operation centers under non-cancelable operating leases.

     Lease expenses related to backbone lines for the fiscal years ended March 31, 2002, 2003 and 2004, amounted to ¥5,656 million, ¥5,236 million and ¥4,720 million, respectively. Lease expenses for local access lines for the fiscal years ended March 31, 2002, 2003 and 2004, which are only attributable to dedicated access revenues, amounted to ¥3,872 million, ¥3,862 million and ¥3,500 million, respectively. Other lease expenses for the fiscal years ended March 31, 2002, 2003 and 2004, amounted to ¥2,764 million, ¥3,551 million and ¥3,787 million, respectively.

     We conduct our connectivity and other services by using data communications and other equipment leased under capital lease arrangements. The fair values of the assets at the execution of the capital lease agreements and accumulated depreciation amounted to ¥10,811 million and ¥5,000 million at March 31, 2003 and ¥10,421 million and ¥5,422 million at March 31, 2004.

     As of March 31, 2004, future lease payments under non-cancelable operating leases, including the aforementioned non-cancelable connectivity lease agreements (but excluding dedicated access lines which we charge outright to customers), and capital leases were as follows:

                                         
            Payment due by period
    (millions of yen)
    Total                
    contractual   Less than   1 to   4 to   More than
    amount
  1 year
  3 years
  5 years
  5 years
Connectivity line operating leases
  ¥ 235     ¥ 190     ¥ 45     ¥     ¥  
Other operating leases (1)
    3,520       1,722       1,658       37       103  
Capital leases
    5,508       2,525       2,628       336       19  
 
   
 
     
 
     
 
     
 
     
 
 
Total minimum lease payments.
  ¥ 9,263     ¥ 4,437     ¥ 4,331     ¥ 373     ¥ 122  
 
   
 
     
 
     
 
     
 
     
 
 

(1)   See note 7 to the consolidated financial statements included in this annual report.

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      Payments of principal and interest on outstanding borrowings. We require capital for payments of interest and principal on our outstanding borrowings.

     Short-term borrowings. As of March 31, 2004, our short-term borrowings were bank overdrafts of ¥6.6 billion. The weighted average interest rate of our short-term borrowings was 1.464%. We increased our short-term borrowings by ¥1.7 billion and refinanced ¥0.4 billion of long-term borrowings in the year ended March 31, 2004 for the repayment of ¥1.9 billion of long-term borrowings. We also had ¥0.8 billion in borrowings as of March 31, 2004 by bank overdraft agreements.

     Long-term borrowings. As of March 31, 2004, we had ¥3.9 billion of outstanding long-term borrowing, including current portions, which consisted of unsecured, fixed-rate loans from banks of ¥1.0 billion with a weighted average interest rate of 1.686%, unsecured, variable rate loans from banks of ¥2.4 billion with a weighted average interest rate of 0.987% and secured, fixed-rate installment loan from a leasing company of ¥0.5 billion with an interest rate of 2.55%. We entered into interest rate swap contracts to manage our interest rate exposure resulting in a fixed interest rate for a portion of our long-term debt. The effective weighted average interest rate for ¥2.4 billion of the long-term loans outstanding at March 31, 2004 after giving effect to such swap agreements was 1.748%.

     Convertible notes. On April 11, 2000, we issued ¥15.0 billion of 1.75% unsecured convertible notes due 2005. These notes are subject to conversion at ¥19,874,689 per share on or before March 15, 2005. These notes are currently redeemable at our option at any time before March 15, 2005, in whole or in part, at par with unpaid and accrued interest provided that the closing for our shares for a certain period prior to giving notice of redemption is at least 140% of the conversion price. In October and November 2003, we repurchased a portion of these notes, with an aggregate face value of ¥3.2 billion for ¥3.0 billion in the open market, resulting in a realized gain of ¥0.1 billion. The repurchased notes were subsequently retired on November 19, 2003.

     Annual maturities of long-term borrowings and convertible notes outstanding as of March 31, 2004, were as follows:

                 
          Thousands of
Fiscal year ending March 31
  Thousands of yen
  U.S. dollars
2005
  ¥ 13,380,246     $ 128,434  
2006
    1,152,056       11,058  
2007
    1,155,963       11,096  
 
   
 
     
 
 
Total
  ¥ 15,688,265     $ 150,588  
 
   
 
     
 
 

     Collateral for borrowings. Substantially all of our long- and short-term borrowings contain conditions that allow the banks to require us to provide collateral or guarantees with respect to the borrowings as is customary in Japan. Our primary banking relationships are with Sumitomo Mitsui Banking Corporation, Mizuho Corporate Bank and UFJ Bank. The banks are also shareholders and customers of ours. Our loans from a leasing company are secured by a first priority pledge against a claim for the guarantee deposits of ¥1.7 billion and loans from banks are secured by a second priority pledge against its deposits as of March 31, 2004.

      Investments in current and former group companies. In the past, we have made substantial investments in current and former group companies. We are not currently contemplating substantial additional investments in our group companies at this time, but we may need to provide additional investment in our group companies to enhance or maintain our business synergy with our affiliated companies in the future. See Item 4.B., “— Our Group Companies” for information on investment in equity method investees.

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      Working capital needs. Our principal working capital requirements are for operating lease payments for our domestic and international backbone and local access lines. We also require working capital requirements for personnel expenses, office rents and other operating expenses.

Capital Resources

     We seek to manage our capital resources and liquidity to provide adequate funds for current and future financial obligations. We have traditionally met our capital and liquidity requirements through cash flows from operating activities, long-term and short-term borrowings from financial institutions and from the issuance of convertible bonds, capital leases and issuances of equity securities. At March 31, 2004, we had cash and cash equivalent of ¥12.3 billion and available for sale securities of ¥6.6 billion. We had ¥11.8 billion of unsecured 1.75% convertible notes due in March 2005 at March 31, 2004. We repurchased and cancelled ¥0.7 billion of them in June 2004, and we have ¥11.1 billion outstanding of convertible notes. We currently expect that cash from operating activities, any proceeds from the sale of available for sale securities, the proceeds from our private placements in June and September 2003 and our other sources of liquidity will be sufficient to meet our requirements through the year ending March 31, 2005, including the redemption of convertible notes due in March 2005.

      Short-term and long-term Borrowings. We borrow substantial amounts to fund our accumulated deficit. See — Payments of principal and interest on outstanding borrowing.

      Cash flows from operating activities. We generated ¥1.9 billion in net cash provided by operating activities for the year ended March 31, 2004. See — cash flows.

      Capital Leases. Capital leases also provide us with an important source of financing. See note 7 to our consolidated financial statements included in this annual report on Form 20-F.

      Issuances of Equity Securities. We raised approximately ¥13.2 billion in process from our private placements in June and September 2003. We have no current plans for issuing additional equity securities.

Cash Flows

     We had cash and cash equivalent of ¥12.3 billion at March 31, 2004 compared to ¥3.6 billion at March 31, 2003.

     The following table presents information about our cash flows during the fiscal years ended March 31, 2002, 2003 and 2004:

                         
    Fiscal year ended March 31,
    2002
  2003
  2004
    (Thousands of yen)
Net cash provided by operating activities
  ¥ 1,161,213     ¥ 1,581,692     ¥ 1,923,366  
Net cash used in investing activities
    (2,457,198 )     (7,877,921 )     (852,463 )
Net cash provided by (used in) financing activities
    (1,461,901 )     (872,066 )     7,668,599  
Effect of exchange rate changes on cash
    233,098       (289,272 )     (43,615 )
 
   
 
     
 
     
 
 
Net increase (decrease) in cash and cash equivalent
    (2,524,788 )     (7,457,567 )     8,695,887  
Cash at beginning of the year
    13,570,707       11,045,919       3,588,352  
 
   
 
     
 
     
 
 
Cash at end of the year
  ¥ 11,045,919     ¥ 3,588,352     ¥ 12,284,239  
 
   
 
     
 
     
 
 

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Year Ended March 31, 2004 as Compared to the Year Ended March 31, 2003

     Net cash provided by operating activities was ¥1.9 billion for the fiscal year ended March 31, 2004 compared to ¥1.6 billion provided for the previous fiscal year. The increase in net cash provided by operating activities for the fiscal year ended March 31, 2004 compared to the previous fiscal year was due mainly to the ¥0.4 billion increase in provision for doubtful accounts, the ¥0.4 billion increase in depreciation and amortization and the ¥0.2 billion decrease in operating loss. A decrease of ¥0.9 billion in changes in operating assets and liabilities partially offset this increase. Account receivable decreased by ¥0.8 billion for the fiscal year ended March 31, 2004 compared to the previous fiscal year, and accounts payable decreased by ¥1.1 billion for the fiscal year ended March 31, 2004 compared to the previous fiscal year due to the decrease in systems integration revenues and equipment sales in the fourth quarter of the year ended March 31, 2004. The increase in inventories, prepaid expenses and other current and non-current assets for the fiscal year ended March 31, 2004 included the payment in advance of ¥0.2 billion to the leasing company.

     Net cash used in investing activities was ¥0.9 billion for the fiscal year ended March 31, 2004 compared to ¥7.9 billion for the previous fiscal year. The decrease reflected primarily the absence of the ¥5.0 billion deposit of restricted cash under a cash deficiency support agreement paid in the previous fiscal year and proceeds from the sale of investments, primarily our investment in DLJdirect SFG Securities Inc., of ¥2.2 billion and the absence of payments of guarantee deposits due to the leasing of a new head office space in the previous fiscal year. The decrease was partially offset by ¥1.7 billion of advances to Crosswave.

     Net cash provided by financing activities was ¥7.7 billion for the fiscal year ended March 31, 2004 compared to ¥0.9 billion used in financing activities for the previous fiscal year. Cash provided by financing activities increased primarily as a result of ¥13.3 billion of proceeds from the issuance of common stock. This increase was offset partially by the repurchase of ¥3.0 billion of 1.75% convertible notes, and the repayments under capital leases of ¥2.7 billion. Long-term borrowings of ¥1.9 billion were repaid for the fiscal year ended March 31, 2004, which were funded by the increase in short-term borrowings.

Year Ended March 31, 2003 as Compared to the Year Ended March 31, 2002

     Net cash provided by operating activities was ¥1.6 billion for the fiscal year ended March 31, 2003 compared to ¥1.2 billion for the previous fiscal year. The change primarily reflected the impact of depreciation and amortization, which increased to ¥0.6 billion for the fiscal year ended March 31, 2003 compared to the previous fiscal year, net changes in operating assets and liabilities which increased by ¥1.5 billion for the fiscal year ended March 31, 2003 compared to the previous fiscal year, primarily relating to an increase in accounts receivable, an increase in accounts payable and a decrease in inventories. The increase in net cash provided by operating activities was partially offset by an operating loss of ¥1.7 billion for the year ended March 31, 2003 as compared to operating income of ¥0.1 billion for the previous fiscal year.

     Net cash used in investing activities was ¥7.9 billion for the fiscal year ended March 31, 2003 compared to ¥2.5 billion for the fiscal year ended March 31, 2002. Cash used in investing activities for the fiscal year ended March 31, 2003 increased primarily as a result of a ¥5.0 billion deposit of restricted cash under a cash deficiency support agreement. Payments of a greater amount of guarantee deposits for the leasing of a new head office space also contributed to the increase in net case used in investing activities.

     Net cash used in financing activities was ¥0.9 billion for the fiscal year ended March 31, 2003 compared to ¥1.5 billion in the previous fiscal year. Cash used in financing activities for the fiscal year ended March 31, 2003 decreased as compared to the previous fiscal year primarily as a result of a net increase in short-term borrowings.

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Contingencies

     We do not have any contingencies that related to the liquidity and capital requirements. See Item 4.B., “— Legal Proceedings” for information on investment in equity method investees.

C.   Research and Development, Patents and Licenses, etc.

     See the information in Item 4.B., “Business Overview — Research and Development.”

D.   Trend Information.

Factors Affecting Our Future Financial Results

     We expect that the following are the most significant factors likely to affect our financial results and those of our consolidated subsidiaries. You should also consult Item 3.D., “Risk Factors” and the other portions of this annual report on Form 20-F for additional factors affecting our financial results.

Revenues

     We derive our revenues primarily from recurring monthly fees from our Internet-access services and our value-added services, as well as one-time project fees and monthly operating fees from systems integration services. We have been enhancing and will continue to enhance our Internet-access services through the introduction of a greater variety of access options and bandwidth options, by expanding our value-added services and systems integration services under our total network solutions strategy, and by focusing our efforts on capturing market share in high-end corporate markets that are most attractive to us.

Connectivity and value-added services revenues

     Connectivity and value-added services revenues are our dedicated access services, our dial-up access service revenues and our value-added services revenues. Our connectivity and value-added services revenues accounted for 57.7% of our revenues for the fiscal year ended March 31, 2004, 50.7% for the fiscal year ended March 31, 2003, and 56.9% of our revenues for the fiscal year ended March 31, 2002. As our connectivity services customer tend to use our value-added services or systems integration services as their network needs develop, connectivity services are also important for the growth of our value-added services or systems integration business.

      Dedicated access services

     Dedicated access services accounted for 33.2% of our revenues for the fiscal year ended March 31, 2004, 31.4% for the fiscal year ended March 31, 2003, and 35.8% for the fiscal year ended March 31, 2002. Dedicated access service revenues depend on the size of our customer base, the average contracted bandwidth and unit price of our services. The market for dedicated access services has become increasingly polarized with increased demand for higher bandwidth services at the higher end of the market and a shift to lower-priced services by lower bandwidth customers.

    Average contracted bandwidth and the demand for higher bandwidth services. Demand for higher bandwidth services continues to increase. Total contracted bandwidth for dedicated access services including Internet Data Center Connectivity Services increased to 80.1 Gbps for the fiscal year ended March 31, 2004 from 42.0 Gbps for the previous fiscal year. In addition, average contracted bandwidth for our IP Service jumped to approximately 45 Mbps for the fiscal year ended March 31, 2004 from 20 Mbps for the previous fiscal year. The number of IP Service contracts for the highest range of bandwidth, 3 Mbps-1.2 Gbps, increased to 427 for the fiscal year ended March 31, 2004, 57.9% of our IP service contracts for that fiscal year.

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      In the previous fiscal year, there were 248 IP service contracts for the highest range of bandwidth, 37.4% of our IP service contracts for that fiscal year. Despite the increase in IP Service contracts and average contracts and average contracted bandwidth, average revenues per contract for IP Service have decreased to approximately ¥1.0 million at the end of March 2004 from ¥1.1 million at the end of March 2003, reflecting fierce competition. Though revenue per contract is decreasing, we expect that customer demand for higher bandwidth will continue as the use of broadband by corporate customers expands, and we will try to acquire new customers and increase the bandwidth of existing customers as well as maintain the quality of our services and differentiate them from those of our competitors.
 
    Shift to lower-priced services by lower-bandwidth customers. Lower-bandwidth subscribers have opted to shift to lower-cost services such as our second-tier connectivity services and the service offerings of other ISPs because these subscribers prefer lower-priced services. To increase the number of subscribers to our other dedicated access services, we continue to provide second-tier, lower-priced new Internet-access services in order to remain competitive, though these lower-priced services generate lower total revenues due to lower unit prices resulting from fierce price competition. As a result, the number of dedicated access service contracts increased to 7,226 for the fiscal year ended March 31, 2004 from 5,308 for the fiscal year ended March 31, 2003. We had a rapid increase in the number of subscribers to our second-tier service that we refer to as IIJ DSL/F, an access service over ADSL lines at maximum 40 Mbps speed, and IIJ FiberAccess/F, and access services over optical lines at maximum 100 Mbps. In this second-tier category, IIJ Economy and IIJ T1 Standard used to be the growth driver, but due to the advent of inexpensive DSL and optical access lines subscribers have been switching from IIJ Economy to IIJ DSL/F and IIJ FiberAccess/F, which is faster and more inexpensive. In addition, inexpensive second-tier services have started to be used as connectivity lines for Internet VPN solutions connecting multiple location of corporate customers and we have received orders from customers with several hundred customer locations to connect. Though these services are inexpensive compared to IIJ Economy and IIJ T1 Standard, we expect that the numbers of contracts for these services will continue to increase and contribute to connectivity services revenues. We also expect that it will also contribute to the increase of value-added services and systems integration revenues as usage and implementation of these connectivity services will increase the demand for value-added services such as security services and network systems integration.

      Dial-up access services

     Dial-up access services, which include both services for corporate customers and individual users, accounted for 8.0% of our revenues for the fiscal year ended March 31, 2004, 7.2% for the fiscal year ended March 31, 2003, and 9.1% for the fiscal year ended March 31, 2002. Dial-up service revenues depend on the size of our customer base and pricing. The size of our customer base depends primarily on the popularity of OEM services, and the attractiveness of our service offerings which is measured primarily by the quality of service provided to subscribers and our ability to attract new customers by offering remote access solutions in combination with dial-up access and security services.

     Although we also market some services under the IIJ name, due to our limited brand name recognition among consumers not familiar with the Internet and our limited marketing budget, a primary focus of our efforts to increase our revenues from individual consumers is our range of OEM services, which have steadily been increasing. We have reduced our advertising expenditures substantially and do not expect our brand name recognition to substantially increase as we focus on OEM services. For example, Excite Japan markets and sells Internet-access services to individual customers under their own names but provides such services through our Internet network infrastructure.

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      Value-added services revenues

     Our value-added services consist of network security services, data center facility services and operation and management services. For the fiscal year ended March 31, 2004, value-added services revenues increased to ¥4,296 million for the fiscal year ended March 31, 2003 from ¥3,603 million for the fiscal year ended March 31, 2003 and from ¥3,100 million for the fiscal year ended March 31, 2002. The increase is primarily due to the increasing demand for these services from our connectivity customers.

     The growth of this segment is primarily due to the increase in demand for security services and network outsourcing services such as e-mail and web server hosting services. We expect that business customers will continue to increase their usage of Internet as a business tool and will increasingly rely on an expanding range of value-added services to enhance productivity, reduce costs and improve service reliability. As a result, we expect our revenue from value-added services to grow.

Systems integration revenues, including related equipment sales revenues

     We are currently targeting systems integration to drive growth in revenues and operating income. Systems integration revenues, including related equipment sales revenues for the fiscal year ended March 31, 2004 decreased by 21.1% from the previous fiscal year. The decrease is primarily due to the adverse effect of weak corporate investment in Japan in the first half of the fiscal year ended March 2004. However, the Japanese economy is showing signs of recovery and we expect that the demand for systems integration, especially integration relating to corporate information network systems, will increase as the amount or purposes for usage of network expand in corporate customers. We believe that systems integration will continue to be a key driver for our growth of our revenue. Along with the recovery of Japanese economy, our systems integration revenues increased in the second half of the fiscal year ended March 2004.

     The primary seasonal variations in systems integration revenues appear to relate to budgetary cycles of Japanese companies and typically result in greater revenues from systems integration at the end of the fiscal year as companies attempt to complete large systems integration projects during those periods. This seasonality may affect our revenues on a quarter-to-quarter basis. Systems integration revenues can fluctuate significantly, in accordance with the absence or addition of a single large order, and are accordingly difficult to forecast.

Other equipment sales revenues.

     Our other equipment sales revenues consist primarily of sales of networking and other related equipment, other than that provide in connection with our systems integration services. Other equipment sales revenues can fluctuate significantly, in accordance with the absence or addition of a single large order, and are accordingly difficult to forecast.

Additional factors affecting revenues

     A number of other factors may affect demand for our services and in turn our revenues, including overall increases in business usage of Internet and network solutions and our range of service offerings.

    Increase in business usage. Our revenues will be affected by the extent and speed with which businesses in Japan exploit the Internet and network solutions to their full potential, including, for example, electronic transactions between businesses and expanding the range of devices that access the Internet. Such services require high-quality and high-capacity connectivity

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      services for both businesses and individuals. Such services also require provision of total network solutions including various Internet-access services, systems integration and other value-added services which we believe we are well positioned to provide. The degree of business usage will also depend upon a variety of factors including:

    technological advances, reliability of security systems and users’ familiarity with and confidence in new technologies;
 
    the rate at which Japanese companies in certain industries significantly increase their Internet usage, particularly the financial, manufacturing and retail segments; and
 
    corporate budgets for expenditures for information technologies, including Internet-related items.

    Range of service offerings. To increase our revenues from business users, we have increased the access and connectivity options to include fiber optic lines and ADSL lines. We have also completed our multi-site Internet data centers and expanded our service offerings to include systems management and monitoring. We believe these steps will allow us to sell a greater variety of services to our high-end corporate users and to capture a greater amount of the current growth and demand. However, we will still be strongly dependent on increasing acceptance of our services by large Japanese companies and by increases in their Information Technology budgets. We expect Internet usage to continue to grow rapidly in Japan and that businesses will continue to diversify their uses of the Internet. Our ability to offer a broad range of services to meet our customers’ demands will significantly influence our future revenues.
 
    Synergies between connectivity services and systems integration services. Most of our systems integration customers become Internet-access service customers as well, and we expect these relationships to continue. As part of our systems integration business, we offer solution services for corporate information network systems, consulting, project planning, system design and systems/operation outsourcing or Internet VPN solution services which combines the FLET’S Internet connectivity services with the SEIL, adopted by customers who have multiple locations, such as branches, offices and factories. The number of contracts concerning these services is steadily increasing and we seek to enlarge these network integration services with relatively high gross margin services. The ability to introduce a wide range of services, including solutions necessary to build corporate information network systems, like disaster recovery services and Internet VPN, Voice over IP (VoIP), SEIL and the network service operating system SEIL Management Framework (SMF), wireless LAN, is an important competitive factor.

Costs and expenses

     Costs and expenses include cost of connectivity and value-added services revenues, cost of systems integration revenues and equipment sales, sales and marketing, general and administrative and research and development expenses.

Cost of connectivity and value-added services revenues

     Our primary cost of connectivity services and value-added services revenues is the leasing fees that we pay for the leased lines which comprise our network and for the dedicated local access lines that our subscribers use to connect with our network. Other primary components of our costs are depreciation and amortization of capital leases for network equipment, cost of equipment sold, personnel and other expenses

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for technical and customer support staff and network operation center costs. Most of our network equipment is leased rather than purchased to take advantage of the financing provided by a capital lease arrangement.

     We have invested heavily in the past few years in developing and expanding our network, however, due to a decrease in procurement prices for international backbone lines, our costs have decreased as a result. For the fiscal year ended March 31, 2004, our leased line and other connectivity costs were equal to ¥9.6 billion or 43.1% of our connectivity and value-added services revenues. For the previous fiscal year, these costs were equal to ¥10.6 billion, or 47.7% of our connectivity and value-added services revenues.

    Domestic backbone cost. Domestic backbone cost increased to ¥3.9 billion for the fiscal year ended March 2004 from ¥3.6 billion for the fiscal year ended March 2003. We expect domestic backbone costs to continue to rise for the fiscal year ending March 31, 2005.
 
    International backbone cost. Our international backbone costs have declined to ¥0.8 billion for the fiscal year ended March 2004 from ¥1.6 billion for the fiscal year ended March 2003. This decrease was due to a decrease in procurement prices for international backbone lines. These lower prices in the procurement market helped us reduce our international backbone costs. As prices have already dropped substantially, even though we expect international backbone costs continue to drop in the next fiscal year, we do not expect decreases to be substantial.
 
    Dedicated local access line costs. We collect dedicated local access line fees from subscribers and pay these fees over to the carriers. Dedicated local access line costs decreased to ¥3.5 billion for the fiscal year ended March 2004 from ¥3.9 billion for the fiscal year ended March 2003. Other connectivity costs decreased to ¥1.4 billion for the fiscal year ended March 2004 from ¥1.5 billion for the previous fiscal year.

     Depreciation and amortization cost increased to ¥3.1 billion for the fiscal year ended March 2004 from ¥3.0 billion for the fiscal year ended March 2003. Capital expenditures for the fiscal year ended March 2004 decreased to ¥3.5 billion from ¥4.9 billion for the fiscal year ended March 2003. Our current plans call for us to make capital expenditures, including acquisition of assets by entering into capital leases, of approximately ¥3.0 to ¥5.0 billion in each of the next few years. We do not expect that the depreciation and amortization will change significantly compared with recent fiscal years.

Costs of systems integration revenues and equipment sales

     Our cost of systems integration revenues and equipment sales generally increases or decreases in tandem with systems integration revenues and equipment revenues. In addition, as we incur significant systems integration costs up front in connection with the provision of new types of systems integration service or commencement of a systems integration project, our margins tend to improve as the number of our customers grows and to the extent we provide ongoing systems integration work for existing customers. The main determinant of whether our costs will be high relative to our revenues is whether we are able to generate significantly higher margin systems integration work. To do so, we must generate systems integration work that relies more heavily on our engineering and technological expertise instead of systems integration work that primarily focuses on the delivery of networking equipment. By doing more planning, designing and engineering-related work rather than just equipment procurement, we believe that not only will we be able to increase our margins, but we will also be able to increase customer satisfaction and our subscriber retention and repeat business rates because we will be able to provide our customers with advanced and cost-effective total Internet solutions.

     Our IBPS systems integration services started to generate higher margins for the fiscal year ended March 2004, as most of the time and expense required for development of this service has been already incurred.

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     Over the long term, we seek to improve gross margins through systems integration sales. The gross margin for systems integration services was 16.8% for the fiscal year ended March 31, 2004 in comparison with 12.8% for the fiscal year ended March 31, 2003. We seek to retain our systems integration customers as our customers for higher-margin consulting, co-location services, operation and maintenance, software development and upgrades included in systems integration.

Sales and marketing

     Our sales and marketing expenses consist primarily of costs related to marketing and general advertising, written-off accounts receivable, sales and marketing and personnel expenses. Our sales and marketing expenses will increase to the extent that we expand our operations and increase our sales and marketing activities. Currently we do not expect that our sales and marketing expenses will increase significantly as compared with recent fiscal years.

General and administrative

     Our general and administrative expenses include primarily expenses associated with our management, accounting, finance and administrative functions, including personnel expenses. Our general and administrative expenses will increase to the extent that we grow our business and add staff. Currently we do not expect that our general and administrative expenses will increase in a substantial level compared with recent fiscal years.

Research and development

     Our research and development expenses include primarily expenses associated with personnel expenses related to research and development activities. Our research and development expenses will increase to the extent that we expand our research and development activities. Currently we do not expect that our research and development expenses will increase significantly as compared with recent fiscal years.

Other income (expenses)

     Our other income and expenses include, interest income and expenses and other items such as foreign exchange gains or losses and impairment losses on available-for-sale securities.

    Interest expense. Most of our interest expense is from bank borrowing, capital leases and unsecured convertible notes issued on April 11, 2000. Interest income and interest expenses are also affected by the fluctuation of market interest rates and our total amount of outstanding borrowings. As we increase capital leases or borrowings in order to finance further development of our backbone and data centers and for other investments, interest expenses will also increase. Due to the repurchase and cancellation of portions of the unsecured convertible notes in the fiscal year ended March 2004 (in November 2003) and in June 2004, the interest expense from the convertible notes for the fiscal year ended March 2005 will be decreased by approximately ¥67 million.
 
    Impairment losses. We also hold other investments, including available-for-sale securities. The book value of other investments are affected by the fluctuation in the market price or the decrease in fair values of non-marketable investments. If a decrease below cost in the market price or fair value of an investment is judged to be other than temporary, we will have impairment losses on other investments.

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Equity in net loss of equity method investees

     We recorded an aggregate equity in net loss of equity method investees of ¥12.8 billion for the fiscal year ended March 2003, comprised primarily of equity method net loss and impairment loss on investment, advance and deposits for Crosswave. For the fiscal year ended March 2004, we recorded an aggregate equity in net loss of equity method investees of ¥2.0 billion, which includes written-off loans in the amount of ¥1.7 billion extended to Crosswave in May and June 2003. We have written off our equity investment in and loans and advances to Crosswave entirely and forfeited a security deposit provided to commercial banks on behalf of Crosswave, and do not expect any further adverse impact on our results of operations or financial condition relating to our investment in Crosswave.

E.   Off-Balance Sheet Arrangements.

     We do not have any off-balance sheet arrangements as such term is defined for purposes of Item 5.E. of Form 20-F.

F.   Tabular Disclosure of Contractual Obligations.

     The following table shows our contractual payment obligations under our agreements as of March 31, 2004:

                                         
    Payments due by period (in million of yen)
            less than                   more than
Contractual Obligations
  Total
  1 year
  1-3 years
  3-5 years
  5 years
Long-term debt obligations
    15,688       13,380       2,308                  
Capital (finance) lease obligations
    5,508       2,525       2,628       336       19  
Operating lease obligations
    3,755       1,912       1,703       37       103  
Purchase obligations (1)
                                       
Other long-term liabilities reflected on our balance sheet
                                       
 
   
 
     
 
     
 
     
 
     
 
 
Total
    24,951       17,817       6,639       373       122  
 
   
 
     
 
     
 
     
 
     
 
 

(1)   Comprises agreements to purchase goods and services that are enforceable and legally binding on us and that specify all significant terms including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions, and the approximate timing of the transactions.

G.   Safe Harbor

     1.  The safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act (“statutory safe harbors”) shall apply to forward-looking information provided pursuant to Item 5.E. and F. of this annual report on Form 20-F, provided that the disclosure is made by: an issuer, a person acting on behalf of the issuer; an outside reviewer retained by the issuer making a statement on behalf of the issuer; or an underwriter, with respect to information provided by the issuer or information derived from information provided by the issuer.

     2.  For the purpose of Item 5.G.1 of this Item only, all information required by Item 5.E.1 and 5.E.2 of this Item is deemed to be a “forward-looking statement” as that term is defined in the statutory safe harbors, except for historical facts.

     3.  With respect to Item 5.E. of this annual report on Form 20-F, the meaningful cautionary statements element of the statutory safe harbors will be satisfied if a company satisfies all requirements of the same Item 5.E. of this annual report on Form 20-F.

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Item 6.    Directors and Senior Management and Employees.

A.   Directors and Senior Management.

     The following table provides information about our directors, executive officers and statutory auditors as of June 30, 2004:

                         
                Initial    
                date of    
                appointment    
                as director,    
                executive   Number of
                officer   IIJ shares
            Current term   or statutory   owned as of
Name
  Position
  Date of birth
  expires
  auditor
  June 30, 2004
Koichi Suzuki
  President, Chief Executive Officer and Representative Director   Sept. 3, 1946   June 2005   Dec. 1992     2,323  
Toshiya Asaba
  Executive Vice President and Chief Technology Officer   June 12, 1962   June 2005   June 1999     *  
Fukuzo Inoue
  Executive Vice President   July 6, 1955   June 2006   June 2004      
Hideshi Hojo
  Managing Director   Dec. 22, 1957   June 2005   June 2000     *  
Takamichi Miyoshi
  Director   May 5, 1963   June 2006   June 2002     *  
Akihisa Watai
  Director, Chief Financial Officer and Chief Accounting Officer   Sept. 30, 1965   June 2006   June 2004      
Kazumasa Utashiro
  Director   Sept. 23, 1960   June 2005   June 2001     *  
Yasurou Tanahashi
  Director   Jan. 4, 1941   June 2006   June 2004      
Takashi Hiroi
  Director   Feb. 13, 1963   June 2006   June 2004      
Hideki Matsushita
  Standing Statutory Auditor   Sept. 20, 1942   June 2008   June 1998      
Masaki Okada
  Statutory Auditor   Jan. 9, 1959   June 2008   June 2004      
Masaaki Koizumi
  Statutory Auditor   Oct. 4, 1964   June 2008   June 2004      


*   Owns less than 1% of outstanding shares of IIJ’s common stock.

      Koichi Suzuki has been our president and representative director since April 1994, and has over 20 years of experience in the computer and communication industry. In addition, Mr. Suzuki is the representative director of IIJ Media Communications, IIJ Technology, Net Care, Internet Multifeed, Asia Internet Holding, and AIH Korea. He also serves as chairman of IIJ America and a director of atom and i-Heart, Inc. He has been appointed as a council member of the Advanced Information and Telecommunications Network Society Promotion Headquarter established by the Japanese government since January 2001. From October 1998 to August 2003, Mr. Suzuki was President and a representative director of Crosswave Communications and its subsidiaries, and from September 2000 to August 2003, Mr. Suzuki was a representative director of Crosswave Service Inc. and Crosswave Facilities Inc. From December 1992 to April 1994, Mr. Suzuki was a director of IIJ. Prior to joining us, Mr. Suzuki was employed at Japan Management Association where he served as a general manager.

      Toshiya Asaba has served as an executive vice president and chief technology officer since June 2004. Mr. Asaba was a managing director of IIJ from June 2002 to June 2004, as a co-chief technology officer from May 1999 to June 2004, as division director of the Business Development Department from August 2003 to June 2004. Mr. Asaba is also a director of IIJ America, Internet Multifeed, Asia Internet Holding and NTT Resonant Inc. From October 1998 to May 2000, Mr. Asaba was a director of Crosswave and from May 2000 to August 2003. From 1995 to June 1999, Mr. Asaba was a general manager of the Network Engineering Division. Mr. Asaba joined us in 1992. Mr. Asaba has over ten years of Internet experience including three years of Internet-related research experience and seven years of Internet backbone engineering experience, including network design, routing and traffic management.

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      Fukuzo Inoue has served as an executive vice president since June 2004. Mr. Inoue joined Nippon Telegraph and Telephone Public Corporation in April 1980 and was executive manager of the Corporate Users Business Division from July 1999 to July 2002. From July 2002 to June 2004, Mr. Inoue was executive manager of the Public Relations Office of NTT Communications. Since September 1997, Mr. Inoue has served as a director of Internet Multifeed.

      Hideshi Hojo has served as a managing director of IIJ since June 2002 and as division director of the Sales Department since August 2003. Mr. Hojo is also a director of Net Care and Asia Internet Holding. From February 1998 to April 2001, Mr. Hojo acted as general manager of the Sales Division, from April 2001 to June 2002, as deputy division director of the Sales & Marketing Department and from June 2002 to August 2003, as division director of the Sales & Marketing Department. Mr. Hojo joined us in 1996. Prior to joining us, Mr. Hojo had 16 years of experience in the field of sales working for the Itochu Group.

      Takamichi Miyoshi has served as a director of IIJ since June 2002 and as general manager of Strategy Planning Division, Business Development Department. Mr. Miyoshi also serves as chief technical adviser of IIJ Technology. Mr. Miyoshi joined us in April 1993. From October 1994 to March 1998, Mr. Miyoshi acted as general manager of Network Operations and Systems Administration Division, from April 1998 to June 2001 as general manager of the Technology Planning Division and from July 2001 to August 2002 as general manager of the Network Operations and System Administration Division.

      Akihisa Watai has served as a director, chief financial officer and chief accounting officer since June 2004. Mr. Watai joined the Sumitomo Bank, Limited (currently Sumitomo Mitsui Banking Corporation) in April 1989 and was temporarily transferred to IIJ from August 1996. In February 2000, Mr. Watai joined IIJ permanently and has been manager, President Office since October 1999 and has been general manager of the Finance Division since April 2004.

      Kazumasa Utashiro has served as a director of IIJ since June 2001, as our co-chief technology officer since May 1999 and as general manager of the Service Administration Division, Business Development Department. From April 1995 to June 1999, Mr. Utashiro was general manager of the Applied Technology Division. Mr. Utashiro joined us in 1994. Prior to joining us, Mr. Utashiro worked at Software Research Associates, Inc. Since May 2004, Mr. Utashiro has served as director general of the Japan Computer Emergency Response Team Coordination Center (JPCERT/CC).

      Yasurou Tanahashi has served as a director of IIJ since June 2004. Mr. Tanahashi joined Fuji Iron & Steel Co, Ltd. and was representative director & president of Nippon Steel Information & Communication Systems Inc. from April 2000. Mr. Tanahashi was representative director & president of NS Solutions Corporation, an affiliated company of Nippon Steel Corporation from April 2001 and has been chairman of NS Solutions Corporation since April 2003.

      Takashi Hiroi has served as a director of IIJ since June 2004. Mr. Hiroi joined NTT in April 1986, and was senior manager of Department 4 of Nippon Telegraph and Telephone Corporation. Since July 2002, Mr. Hiroi has been senior manager of Department 1 of Nippon Telegraph and Telephone Corporation.

      Hideki Matsushita has been a standing statutory auditor of IIJ since June 1998. Mr. Matsushita joined Dai-Ichi Life Insurance Company in April 1967.

      Masaki Okada has been a statutory auditor of IIJ since June 2004. Mr. Okada has been admitted the Dai-ni Tokyo Bar Association and joined Ishii Law Office since April 1998. Mr. Okada has been a partner in Ishii Law Office since June 1998.

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      Masaaki Koizumi has been a statutory auditor of IIJ since June 2004. Mr. Koizumi is a Japanese Certified Public Accountant and joined Eiwa & Co. (Currently Azsa & Co.) in October 1987. Mr. Koizumi retired from Azsa & Co. in September 2003 and established Koizumi CPA Office in October 2003.

B.   Compensation.

     For the fiscal year ended March 31, 2004, the aggregate compensation we paid or accrued for all of our executive officers, directors and statutory auditors was approximately ¥238 million. Presently, our executive officers, directors and statutory auditors are not entitled to pension, retirement or similar benefits. For a description of our stock option and warrant issuances to directors and employees, see Item 6.E.

C.   Board Practices.

     Information required by this item is in Items 6.A. and 6.B. of this annual report of Form 20-F.

      Board resolutions. Our articles of incorporation provide that a resolution of the board of directors is to be approved by the affirmative vote of a majority of the directors present at a meeting of the board of directors at which a majority of all directors are present.

     There is no provision in our articles of incorporation as to a director’s authority to vote on a proposal, arrangement or contract in which the director is materially interested, but the Commercial Code of Japan and our Regulations of the Board of Directors provide that such a director is required to refrain from voting on such matters at the board of directors’ meetings.

     A meeting of the board of directors is to be convened and chaired by the president/director. Should the president/director be unable to so act, another director shall convene and chair such meeting in his/her place in the order predetermined by a resolution of the board of directors.

     The notice of convocation of a meeting of the board of directors shall be given to each director and statutory auditor at least three (3) days prior to the day set for such meeting; provided that this period may be shortened in extraordinary circumstances.

      Exemption From Certain Corporate Governance Requirements of Nasdaq. Nasdaq rules provide that Nasdaq may grant exemptions from the Nasdaq corporate governance standards to a foreign issuer when those standards are contrary to a law, rule or regulation of any public authority exercising jurisdiction over such issuer or contrary to generally accepted business practices in the issuer’s country of domicile, except to the extent that such exemptions would be contrary to the U.S. federal securities laws. In connection with the initial listing of American Depositary Shares representing our common stock on the Nasdaq National Market in August 1999, we received from Nasdaq exemptions from certain Nasdaq corporate governance standards. These exemptions and the practices we follow are described below:

    We are exempt from Nasdaq’s requirement that there be a distribution to shareholders of copies of our annual report containing our audited financial statements a reasonable period of time prior to the our annual meeting of shareholders. In accordance with Japanese law, we hold an annual meeting of shareholders within three months after the end of each fiscal year. Also, in accordance with Japanese law, we distribute to shareholders, prior to the annual meeting of shareholders, copies of a report of business operations, together with our audited unconsolidated financial statements prepared in accordance with Japanese GAAP in Japanese. Concurrently with such distribution, we distribute Japanese GAAP audited unconsolidated financial statements in English to the depository for the ADSs, and instruct the depository to distribute the same to the registered ADS holders in a timely manner. The English version contains a statement that, upon request by an interested party, we will provide the party with a copy of our annual report on Form 20-F. As a reporting company

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      under the Securities Exchange Act of 1934, we are required to prepare financial statements in accordance with U.S. GAAP for inclusion in our annual report on Form 20-F, which annual report must be filed within six months after the end of each fiscal year.
 
    We are exempt from Nasdaq’s requirement that there be independent directors on the board of directors. Currently, for a foreign issuer, Nasdaq requires that there be two independent directors on its board of directors. For large Japanese companies, including us, which employ a corporate governance system based on a board of corporate auditors, Japan’s company law has no independence requirement with respect to directors. The task of overseeing management and accounting firms is assigned to the corporate auditors, who are separate from the company’s management. Large Japanese companies, including us, are required to have at least one “outside” corporate auditor who must meet independence requirements under Japan’s company law. An outside corporate auditor is defined as a corporate auditor who has not served as a director, manager or any other employee of the company or any of its subsidiaries for the last five years prior to the appointment. Currently, we have two outside corporate auditors. Starting on the date of our ordinary meeting of shareholders relating to the fiscal year ending March 31, 2005 at least 50% of our corporate auditors will be required to be outside corporate auditors. Also, starting on the same date, the independence requirements for outside corporate auditors will be strengthened by extending the five-year period referred to above to any time prior to the appointment.
 
    We are exempt from Nasdaq’s requirement that there be an audit committee of the board of directors. Currently, for a foreign issuer, Nasdaq requires that a majority of such an audit committee’s members be independent directors. Like a majority of Japanese companies, we employ the corporate auditor system as described above. Under this system, the board of corporate auditors is a legally separate and independent body from the board of directors. The function of the board of corporate auditors is similar to that of independent directors, including those who are members of the audit committee, of a U.S. company: to monitor the performance of the directors, and review and express opinion on the method of auditing by the company’s accounting firm and on such accounting firm’s audit reports, for the protection of the company’s shareholders. Large Japanese companies, including us, are required to have at least three corporate auditors. Currently, we have three corporate auditors. In addition, as discussed above, our corporate auditors serve a longer term than our directors.
 
    We are exempt from Nasdaq’s requirement that there be a provision in the by-laws for a quorum for any meeting of the holders of common stock and that such quorum be not less than 33? percent of the outstanding shares of such the common voting stock. In accordance with the Commercial Code of Japan (the “Commercial Code”), however, under our Articles of Incorporation no quorum is required for the adoption of resolutions at a general meeting of shareholders. This approach is consistent with generally accepted business practices of publicly-held companies in Japan.
 
    We are exempt from Nasdaq’s requirement that shareholder approval be obtained for the issuance of the issuer’s stock in certain conditions or certain specified transactions described in Nasdaq Rule 4350(i)(1). The Commercial Code requires us to seek shareholder approval of various matters, and in certain instances a two-thirds vote of shareholders present is required for approval. In addition, while the Commercial Code permits, in certain instances, the issuance of equity securities without shareholder approval, the Commercial Code also contains provisions requiring the timely dissemination of information relating to such issuance, allowing for opportunities for shareholders to voice their concern with such issuance, and mandating the election of statutory auditors whose fiduciary duty it is to, among other things, oversee on behalf of the shareholders actions by the board of directors relating to such issuance.

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     Starting on July 31, 2005, when the requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934 relating to listed company audit committees become applicable to foreign private issuers, we expect to rely on an exemption under that rule which is available to foreign private issuers with boards of corporate auditors meeting certain criteria. We expect to make a disclosure regarding such reliance in our annual reports on Form 20-F for the fiscal year ending March 31, 2006 and thereafter.

     The rights of ADR holders, including their rights relating to corporate governance practices, are provided in the deposit agreement which is incorporated by reference as an exhibit to this annual report on Form 20-F.

     As is standard practice in Japan, we do not have an audit remuneration committee. Neither we nor any of our subsidiaries has any service contracts with any member of our board and neither we nor any member of our subsidiaries provides benefits to any member of our board upon termination of employment.

D.   Employees.

     As of March 31, 2004, we had 919 employees, including employees of our consolidated subsidiaries, and we had 894 employees as of March 31, 2003 and 775 employees as of March 31, 2002. Approximately 70% of these employees were in our engineering division, 20% in our sales division and 10% in our administrative division. The trend of percentages has not been changed largely for three fiscal years.

     Except for 14 employees in the United States employed in our subsidiary, IIJ America, all of our employees work in Japan.

     We have never experienced any labor disputes and consider our labor relations to be good. To our knowledge, none of our employees is a member of any union.

E.   Share Ownership.

     The information on share ownership required by this item is in Item 6.A. above.

Stock Option Plan

    June 2001 Stock Option Plan . In June 2001, we implemented a stock option plan under which options to acquire a total of 395 shares or 790,000 ADS equivalents, or approximately 1.8% of total outstanding shares on that date, were granted to 44 directors and employees on August 2, 2001. The option exercise price for the shares was determined by setting the price 5% above the 30-days average of the closing market prices beginning 45 days prior to the date of the grant which was ¥2,018,306 per share and has been adjusted to ¥1,672,239 as a result of issuances of common shares. The options are exercisable at various times from two years to ten years from the date of grant.
 
    April 2000 Stock Option Plan . In April 2000, we implemented a stock option plan under which our directors and employees were granted options to acquire a total of 295 shares or 590,000 ADS equivalents, or approximately 1.2% of total outstanding shares on that date. The options were granted to 34 directors and employees on May 31, 2000. The option exercise price was determined by setting the price at 5% above the 30-day moving average of closing market prices beginning 45 days prior to the date of grant, which was ¥13,055,664 per share and has been subsequently adjusted to ¥10,817,086 as a result of issuances of common shares. The options are exercisable at various times from two years to ten years from the date of grant.

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    March 2001 Warrant Issuance . On March 31, 2001, certain directors of IIJ were provided with 375 warrants exercisable for shares of common stock of IIJ Technology. Each warrant is exercisable for one share of common stock up to seven or eight years from the date of grant at an exercise price of ¥300,000 and was purchased for 1% of the exercise price.

Employee Stock Purchase Plan

     We have an employee stockholding association that holds 355 shares of common stock, or 0.93% of our outstanding shares, as of March 31, 2004. The association provides designated employees with the opportunity to purchase shares at market value. Shares are held in the name of the employee stock purchase program until the employee resigns or retires. The representative of the employee shareholders’ association exercises voting right in accordance with the instructions of each employee shareholder.

Item 7.    Major Shareholders and Related Party Transactions.

A.   Major Shareholders.

     The following table shows information regarding beneficial ownership of our common stock as of June 30, 2004 by each shareholder known by us to own beneficially more than 5% of our common stock and all directors and executive officers as a group. We are not required by Japanese law to disclose beneficial ownership of our common stock. As explained in “Reporting Requirements of Shareholders—Report of Substantial Shareholdings” in Item 10.B. of this annual report on Form 20-F, any person who becomes, beneficially and solely or jointly, a holder of more than 5% of our outstanding common stock must file a report with the relevant local finance bureau of the Ministry of Finance. The information in this table is based upon our shareholders of record and reports filed with the Financial Services Agency and U.S. Securities and Exchange Commission.

                 
    Shares of common stock
    beneficially owned
    Number
  Percentage
Nippon Telegraph and Telephone Corporation and affiliates (1)
    12,135       31.63 %
Koichi Suzuki and affiliate (2)
    2,323       6.06  
Sumitomo Corporation
    2,107       5.49  
Itochu Corporation
    2,086       5.44  
Directors and executive officers as a group (3)
    2,547       6.64  

(1)   Includes Nippon Telegraph and Telephone Corporation, which owns 10,095 shares, or 26.32%, and NTT Communications Corporation, which owns 2,040 shares, or 5.32%.
 
(2)   Includes shares held by Koichi Suzuki, and a holding company 100% held by Koichi Suzuki.
 
(3)   Includes Koichi Suzuki and affiliate’s holding which is also separately set forth above. No other director or executive officer is a beneficial owner of more than 5%.

     On June 27, 2003, we issued 3,265 of our common shares to investors in Japan for an aggregate amount of ¥1,365,423,000 in a private placement in Japan. As a result of this transaction, the total number of issued common shares after the private placement increased to 25,745.

     On September 17, 2003, we issued 12,615 shares of our common stock for an aggregate amount of ¥12,000,649,500 in a private placement in Japan. As a result of the transaction the total number of issued common shares increased to 38,360, and Nippon Telegraph and Telephone Corporation and its affiliates increased their ownership from 5.6% to 31.6%. The new shares were purchased by Nippon Telegraph and

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Telephone Corporation, NTT Communications Corporation, Itochu Corporation, Sumitomo Corporation and other shareholders in Japan.

     Our major shareholders have the same voting rights as other holders of our common stock. Under our share subscription agreement with NTT, we have agreed that NTT has the contractual right to nominate up to three persons to serve as either directors or statutory auditors subject to approval by our shareholders at a meeting of shareholders. We are not controlled directly or indirectly by any other entity and are not aware of any arrangement to effect a change in control of us.

     According to our register of shareholders, as of March 31, 2004, there were 103 holders of common stock of record worldwide. As of March 31, 2004, the Bank of New York was the sole recordholder of our common stock in the United States and its shareholdings represented approximately 18.93% of the outstanding common stock on that date. According to The Bank of New York, depositary for our ADSs, as of March 31, 2004, there were six ADR holders of record with addresses in the United States. Because some of these shares were held by brokers or other nominees, the number of record holders with addresses in the United States might not fully show the number of beneficial owners in the United States. Of the 38,360 shares of common stock outstanding as of March 31, 2004, 7,263 shares were held in the form of 14,526,000 ADSs.

B.   Related Party Transactions.

      NTT-affiliated Companies. Since April 1, 2003 through March 31, 2004, IIJ has paid ¥3,686 million for international and domestic backbone and local access line costs to NTT-affiliated companies such as NTT Communications, NTT East and NTT West. In addition, we paid ¥845 million for co-location costs and telecommunication expenses to NTT East and NTT West. We received payments of ¥954 million for OEM services, Internet connectivity services and operation fees for data centers from NTT Communications, NTT East and NTT West. On an ongoing basis in the ordinary course of business, we pay NTT-affiliated companies for international and domestic backbone and local access line costs and for co-location costs and telecommunications expenses and receive payments from NTT-affiliated companies for OEM services, Internet connectivity services and operating fees for data centers. We do not have any outstanding loans between NTT and its affiliated companies and us.

      Transactions with equity method affiliates. In the ordinary course of business, we have various sales, purchase and other transactions with companies which are owned 20% to 50% by us and are accounted for by the equity method. Account balances and transactions with such 20% to 50% owned companies as of and for the fiscal year ended March 31, 2004 are presented as follows:

         
    millions of yen
Accounts receivable
  ¥ 96  
Accounts payable
    14  
Revenues
    1,329  
Costs and expenses.
    1,246  

     As of March 31, 2004, IIJ and IIJ Technology had loans to certain equity method investees of which the carrying amount was ¥51 million.

     Except as described above, since March 31, 2003, there has been no transaction with or loan between us and any enterprise that controls, is controlled by, or in common control with us; any directors, officers, statutory auditors or their family members; shareholders with significant influence over us or their family members; or their respective family members or enterprises over which they exercise significant influence; or any unconsolidated enterprise in which we have a significant influence or which has a significant influence over the company.

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      Crosswave. Prior to the year ended March 31, 2003, we accounted for Crosswave under the equity method. As a result of Crosswave’s commencement of corporate reorganization, the amounts of balances and transactions of us with Crosswave as of and for the fiscal year ended March 31, 2004 are presented as follows:

         
    millions of yen
Accounts receivable
  ¥ 19  
Accounts payable
Revenues
    1,196  
Costs and expenses
    4,816  

     Revenues from Crosswave consisted principally of dedicated Internet access services, monitoring services and sales of network systems.

     IIJ’s sale of network systems to Crosswave amounted to ¥28 million for the fiscal year ended March 31, 2004. Related cost of purchased equipment sold amounted to ¥27 million.

     Cost and expenses incurred from transactions with Crosswave mainly consisted of the cost of dedicated high-speed data communication services.

C.  Interests of Experts and Counsel.

     Not applicable.

Item 8. Financial Information.

A.  Consolidated Statements and Other Financial Information.

Financial Statements

     The consolidated financial statements required by this item begin on page F-1.

Legal or Arbitration Proceedings

     The information on legal or arbitration proceedings required by this item is in Item 4.B.

Dividend Policy

     Due to IIJ’s accumulated deficit and shareholders’ capital deficiency, IIJ is accordingly unable to legally make and currently has no plans for dividend distributions.

B.  Significant Changes.

     Except as otherwise disclosed in this annual report on Form 20-F, there has been no significant change in our financial condition since March 31, 2004, the date of our last audited financial statements.

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Item 9. The Offer and Listing.

A. Offer and Listing Details.

     American Depositary Shares representing our common stock have been quoted on the Nasdaq National Market since August 4, 1999 under the symbol “IIJI”. The current ADS/share ratio is 2,000 ADS per 1 share of our common stock. Our common stock is not otherwise registered for trading on any exchange. The following table shows, for the periods indicated, the high and low per-ADS sale price of the ADSs.

     The table shows the high and low price of our ADSs for the periods indicated:

                 
    Nasdaq
Fiscal year ended/ending March 31,
  High
  Low
2000*
  $ 132.81     $ 23.69  
2001
    73.00       6.75  
2002
    11.88       4.25  
2003
    7.34       1.80  
First Quarter
    7.34       3.10  
Second Quarter
    6.50       2.01  
Third Quarter
    4.10       2.00  
Fourth Quarter
    3.75       1.80  
2004
    14.10       1.41  
First Quarter
    5.35       1.41  
Second Quarter
    14.10       3.58  
Third Quarter
    8.24       4.00  
Fourth Quarter
    7.19       4.01  
2005
               
First Quarter
    6.24       3.19  
Month
               
January 2004
    6.2       4.08  
February 2004
    7.19       4.75  
March 2004
    5.77       4.01  
April 2004
    6.24       4.35  
May 2004
    4.78       3.19  
June 2004
    4.3       3.21  


(*)   Since our initial public offering in August 1999.

B. Plan of Distribution.

     Not applicable.

C. Markets.

     American Depository Shares representing our common stock have been quoted on the Nasdaq National Market since August 4, 1999 under the symbol “IIJI”. Our common stock is not otherwise registered for trading on any exchange.

D. Selling Shareholders.

     Not applicable.

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E. Dilution.

     Not applicable.

F. Expenses of the issue.

     Not applicable.

Item 10. Additional Information.

A. Share Capital.

     Not required.

B. Memorandum and Articles of Association.

Objects and Purposes in our articles of incorporation

     Article 2 of our articles of incorporation states our objects and purposes:

    Telecommunications business,
 
    Telecommunications construction business,
 
    Manufacture, construction, development, sale, purchase, lease, export and import of telecommunications’ machinery and equipment, telecommunications facilities, software and telecommunications systems,
 
    Administration, maintenance and operation of telecommunications’ machinery and equipment, telecommunications facilities, software and telecommunications systems,
 
    Consulting service related to the foregoing,
 
    Research, study, education and training related to the foregoing,
 
    The sale and purchase of telephone subscriber’s rights, and
 
    Any and all businesses incidental or related to the foregoing.

Provisions Regarding our Directors

     There is no provision in our articles of incorporation as to a director’s power to vote on a proposal, arrangement or contract in which the director is materially interested, but the Commercial Code of Japan provides that such director is required to refrain from voting on such matters at the board of director’s meetings.

     The Commercial Code of Japan provides that compensation for directors is determined at a general meeting of shareholders of a company. Within the upper limit approved by the shareholders’ meeting, the board of directors will determine the amount of compensation for each director. The board of directors may, by its resolution, leave such decision to the president’s discretion.

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     The Commercial Code of Japan provides that a significant loan from third party by a company should be approved by the board of directors. Our regulations of the board of directors have adopted this policy.

     There is no mandatory retirement age for directors under the Commercial Code of Japan or our articles of incorporation.

     There is no requirement concerning the number of shares one individual must hold in order to qualify him or her as a director under the Commercial Code of Japan or our articles of incorporation.

Rights of Shareholders of our Common Stock

     We have issued only one class of shares, our common stock. Rights of holders of shares of our common stock have under the Commercial Code of Japan and our articles of incorporation include:

    the right to receive dividends when the payment of dividends has been approved at a shareholders’ meeting, with this right lapsing three full years after the due date for payment according to a provision in the Articles,
 
    the right to receive interim dividends as provided for in the Articles, with this right lapsing three full years after the due date for payment according to a provision in the Articles,
 
    the right to vote at a shareholders’ meeting (cumulative voting is not allowed under the Articles),
 
    the right to receive surplus in the event of liquidation, and
 
    the right to require us to purchase shares when a shareholder opposes (i) the transfer of all or material part of the business, (ii) an amendment of the Articles to establish a restriction on share transfer, (iii) a share exchange or share transfer to establish a holding company, (iv) split of the company or (v) merger, all of which must be consummated by a two-thirds affirmative vote of the voting rights of the shareholders at a shareholders’ meeting at which shareholders having not less than one-third of the total number of voting rights held by all shareholders are in attendance.

     A shareholder is generally entitled to one vote per one unit of our shares at a shareholders’ meeting. In general, under the Commercial Code of Japan and our articles of incorporation, a shareholders’ meeting may adopt a resolution by a majority of the voting rights represented at the meeting. The Commercial Code of Japan and our articles of incorporation require a quorum for the election of directors and statutory auditors of not less than one-third of the total number of voting rights held by all shareholders. A corporate shareholder, having more than one-quarter of its voting rights directly or indirectly held by us, does not have voting rights. We have no voting rights with respect to our own common stock. Shareholders may exercise their voting rights through proxies, provided that those proxies are also shareholders who have voting rights. Our board of directors may entitle our shareholders to cast their votes in writing. Our board of directors may also entitle our shareholders to cast their votes by electrical devices.

     The Commercial Code of Japan requires a quorum of the majority of voting rights and approval of two-thirds of the voting rights presented at the meeting of any material corporate actions. Following the April 1, 2003 amendments of the Commercial Code of Japan, which allow a company to reduce the quorum for such special resolutions by its articles of incorporation to not less than one-third of the total number of voting rights held by all shareholders, we adopted a quorum of not less than one-third of the total number of voting rights in our articles of incorporation for special resolutions for material corporate actions, such as:

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    a reduction of the stated capital,
 
    amendment of our articles of incorporation (except amendments that the board of directors are authorized to make under the Commercial Code of Japan),
 
    the removal of a director or statutory auditor,
 
    establishment of a 100% parent-subsidiary relationship through a share exchange or share transfer requiring shareholders’ approval,
 
    a dissolution, merger or consolidation requiring shareholders’ approval,
 
    a company split requiring shareholders’ approval,
 
    a transfer of the whole or an important part of our business,
 
    the taking over of the whole of the business of any other corporation requiring shareholders’ approval, and
 
    issuance of new shares at a specially favorable price, or issuance of stock acquisition rights or bonds with stock acquisition rights with specially favorable conditions to persons other than shareholders.

     The Commercial Code of Japan provides additional specific rights for shareholders owning a substantial number of voting rights.

     Shareholders holding one sixth or more of the total number of the voting rights of all shareholders have the right to oppose:

    short-form share transfer (Kan-i Kabushiki Kokan),
 
    short-form company split into an existing company (Kan-i Kyushu Bunkatsu) (only in respect of the shareholders of the exiting company that takes over the target business of the split company), and
 
    short-form merger (Kan-i Gappei).

     Shareholders holding 10% or more of the total number of voting rights of all shareholders have the right to apply to a court of competent jurisdiction, or competent court, for:

    dissolution, and
 
    commencement of reorganization proceedings as provided for in The Company Reorganization Law of Japan.

     Shareholders who have held 3% or more of the total number of voting rights of all shareholders for six months or more have the right to:

    demand the convening of a general meeting of shareholders,
 
    apply to a competent court for removal of a director or statutory auditor,

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    apply to a competent court for removal of a liquidator,
 
    apply to a competent court for reorganization of the company, and
 
    apply to a competent court for an order to inspect our business and assets in a special liquidation proceeding.

     Shareholders holding 3% or more of the total number of voting rights of all shareholders have the right to:

    examine our accounting books and documents and make copies of them,
 
    apply to a competent court for permission to examine accounting books and documents of a subsidiary and make copies of them, and
 
    apply to a competent court for appointment of an inspector to inspect our operation or financial condition.

     Shareholders who have held 1% or more of the total number of voting rights of all shareholders for six months or more have the right to:

    demand that certain matters be made agenda items at a general meeting of shareholders, and
 
    apply to a competent court for appointment of an inspector to review the correctness of the convocation and voting procedures of a general meeting of shareholders.

     Shareholders who have held 300 voting rights for six months or more have the right to demand that certain matters be made objects at a general meeting of shareholders.

     Shareholders who have held any number of shares for six months or more have the right to demand:

    us to institute an action to enforce the liability of one of our directors or statutory auditors,
 
    us to institute an action to recover from a recipient the benefit of a proprietary nature given in relation to exercising the right of a shareholder, and
 
    a director on our behalf for the cessation of an illegal or ultra vires action.

     There is no provision under the Commercial Code of Japan or our articles of incorporation which forces shareholders to make additional contributions when requested by us.

     Under the Commercial Code of Japan, in order to change the rights of stockholders which are stipulated and defined in our articles of incorporation, we must amend our articles of incorporation. Amendment must be approved by a special resolution of shareholders where two-thirds of shareholders vote at a shareholders’ meeting at which shareholders having not less than one-third of the voting rights held by all shareholders are in attendance.

     Annual general meetings and extraordinary general meetings of shareholders are convened by a representative director based on the determination to convene it by our board of directors. A shareholder having held 3% or more of our total outstanding shares for six months or more is entitled to demand the board of directors to convene a shareholders’ meeting under the Commercial Code of Japan. Under our articles of

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incorporation, shareholders of record as of March 31 of each year have the right to attend the annual general meeting of our shareholders. In order to determine the shareholders entitled to attend extraordinary general meetings of our shareholders, we are required to make public notice of record date at least two weeks prior to the record date. A convocation notice will be sent to these shareholders at least two weeks prior to the date of the shareholders’ meeting.

Rights of Holders of Fractional Shares of our Common Stock

     Under the Commercial Code of Japan, holders of fractional shares representing 1/100th of a share (this ratio can be varied or fractional share system can be abandoned by being provided in articles of incorporation) or integral multiples of 1/100th of a share have the following rights:

    to inspect and copy the register of fractional shares,
 
    to receive additional shares or money in the event of cancellation, consolidation or split of shares, stock transfer, exchange of shares, company split or merger, and to receive residual properties,
 
    to request a company to convert the shares if they are the fractional shares of convertible shares, unless otherwise provided for in articles of incorporation. Our articles of incorporation do not contain a provision against such conversion, and
 
    to receive dividend, interim dividend or preemptive rights, unless otherwise provided for in articles of incorporation. Our articles of incorporation do not contain a provision against such receipt.

     Under the Commercial Code of Japan, a certificate of fractional shares cannot be issued by a company, and the only way for holders of fractional shares to recover their investment is to request the company to purchase their fractional shares. Following the April 1, 2003 amendments of the Commercial Code of Japan, holders of fractional shares are entitled to purchase fractional shares from the company in such a number that will, when added to the number of fractional shares originally held by such share holders, constitute a share, if a provision allowing for additional purchases of fractional shares is stipulated in its articles of incorporation. We did not adopt the system for additional purchase of fractional shares in our articles of incorporation.

Restrictions on Holders of our Common Stock

     There is no restriction on non-resident or foreign shareholders on the holding of our shares or on the exercise of voting rights. However, pursuant to a provision of our share handling regulations, a shareholder who does not have an address or residence in Japan is required to file its temporary address in Japan or that of a standing proxy having any address or residence in Japan with our transfer agent.

     There is no provision in our articles of incorporation that would have the effect of delaying, deferring or preventing a change in control that would operate only with respect to a merger, acquisition or corporate restructuring involving us.

     There is no provision in our articles of incorporation or other subordinated rules regarding the ownership threshold, above which shareholder ownership must be disclosed. Although a shareholder holding more than 5% of the shares in a public company in Japan is required to disclose such shareholding pursuant to the Securities Exchange Law of Japan, this is inapplicable to us as we are not a public company in Japan.

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     There is no provision in our articles of incorporation governing changes in the capital more stringent than is required by law.

     For a description of rights of holders of ADSs, please see the “Description of American Depositary Receipts” section in our F-1 Registration Statement (File No. 333-10584), declared effective on August 3, 1999, as amended, hereby incorporated by reference.

C. Material Contracts.

     Other than contracts entered into in the ordinary course of business, we have entered into the following contracts which may be deemed material since June 30, 2002.

      Lease Agreement, dated March 14, 2003, between Internet Initiative Japan Inc. and Mitsui Fudosan Co., Ltd. On March 14, 2003, we entered into a lease agreement with Mitsui Fudosan Co., Ltd., or Mitsui Fudosan, under which we lease our headquarters office space from Mitsui Fudosan in the Jinbocho Mitsui Building, located at 1-105 Kanda Jinbo-cho, Chiyoda-ku, Tokyo. The lease period is from March 15, 2003 until March 14, 2006. In accordance with the provisions of this lease agreement, we have deposited ¥1,705,036,213 with Mitsui Fudosan as a security deposit, and pay Mitsui Fudosan ¥124,941,048 per month in rent and ¥24,249,606 per month in common area maintenance charges, both of which include consumption taxes.

      Sublease Agreements, dated March 15, 2003, between Internet Initiative Japan Inc. and Crosswave Communications Inc., Crosswave Facilities Inc., IIJ Technology Inc., Net Care, Inc. and IIJ Media Communications, Inc. On March 15, 2003, we entered into sublease agreements with each of Crosswave Communications Inc. Crosswave Facilities Inc., IIJ Technology Inc. and Net Care, Inc. under which we sublease to each of these companies certain portions of the office space in our headquarters that we lease from Mitsui Fudosan. The sublease period is from March 15, 2003 until March 14, 2006. The contract with Crosswave Communications Inc. was transferred to NTT Communications Corporation as of December 15, 2003. The contract with Crosswave Facilities was terminated on March 2004. The total sublease amount related to the above sublease agreements was ¥89 million for the year ended March 31, 2004.

      Pledge Agreement, dated March 14, 2003, among Internet Initiative Japan Inc., IBJ Leasing Co., Ltd. and Nissay Leasing Company, Limited. On March 14, 2003, we entered into a pledge agreement with IBJ Leasing Co., Ltd. and Nissay Leasing Company, Limited, as co-pledgees, under which we created a first priority pledge on our claim against Mitsui Fudosan for a refund of our security deposit, to secure our debt to the co-pledgees under an agreement for entrustment of payment and repayment of debt dated March 14, 2003, under which co-pledgees paid the security deposit to Mitsui Fudosan on our behalf.

      Subscription Agreement, dated September 16, 2003, between Internet Initiative Japan and Nippon Telegraph and Telephone Corporation. On September 16, 2003, we entered into a Subscription Agreement with NTT under which NTT agreed to purchase 10,883 shares of our common stock for ¥951,300 per share, or approximately ¥10.4 billion. After the consummation of this agreement, NTT and its affiliates owned a total of 12,315 shares of our common stock, or approximately 31.6%. Under the terms of this agreement, we and NTT agreed to undertake efforts to jointly engage in the development of broadband and Information Technology and other related businesses, to expand the business relationship between the two parties in connection with new business opportunities of IIJ and to discuss secondment of employees between us and NTT. The agreement also provides NTT with the right to maintain its current percentage ownership in our company if we issue new shares and provides NTT with the right to request that we file a registration statement to enable NTT to sell its shares in the United States or Japanese markets. In addition, the agreement gives NTT the right to nominate up to three persons to serve on either our board of directors or our board of corporate auditors subject to approval of any such nomination by our shareholders at a meeting of shareholders.

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      Service Agreement dated, March 25, 2004, between Internet Initiative Japan and IIJ America Inc. On March 25, 2004, we entered into a Service Agreement with IIJ America Inc, under which IIJ America Inc. provides the operation and maintenance services for the U.S. portion of IIJ’s Internet backbone and IIJ and IIJ America agree to the method for calculating pricing for the operation and maintenance of the backbone.

      Limitation of Liability Agreement dated, June 24, 2004, between Internet Initiative Japan and outside directors. On June 24, 2004, we entered into a Limitation of Liability Agreement with our new outside directors, Mr. Takashi Hiroi and Mr. Yasurou Tanahashi, respectively, under which IIJ limits the liability of outside directors in accordance to the rules defined in Article 266 of the Commercial Code of Japan.

D. Exchange Controls.

     There are no laws, decrees, regulations or other legislation in Japan that affect our ability to import or export capital for our use or our ability to pay dividends to non-resident holders of our securities.

E. Taxation.

Japanese Taxation

     The following is a discussion summarizing material Japanese tax consequences to an owner of shares or ADSs who is a non-resident of Japan or a non-Japanese corporation without a permanent establishment in Japan to which the relevant income is attributable. The statements regarding Japanese tax laws set forth below are based on the laws in force and as interpreted by the Japanese taxation authorities as at the date hereof. These statements are subject to changes in the applicable Japanese laws or double taxation conventions occurring after that date. This summary is not exhaustive of all possible tax considerations which may apply to a particular investor. Potential investors should satisfy themselves as to:

    the overall tax consequences of the ownership and disposition of shares or ADSs, including specifically the tax consequences under Japanese law,
 
    the laws of the jurisdiction of which they are resident, and
 
    any tax treaty between Japan and their country of residence, by consulting their own tax advisers.

     Generally, a non-resident of Japan or a non-Japanese corporation is subject to Japanese withholding tax on dividends paid by Japanese corporations. Stock splits, except when treated as dividends in certain conditions, are not subject to Japanese income tax.

     The Convention between the Government of Japan and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “Treaty”) was newly signed on November 7, 2003 and the Treaty entered into force on March 30, 2004. Upon the Treaty coming into force, the Convention between Japan and the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, signed on March 8, 1971 (the “Prior Treaty”) ceased to have effect. The Treaty reduces the maximum rate of Japanese withholding tax which may be imposed on dividends paid to a United States resident or corporation not having a “permanent establishment” in Japan. A “permanent establishment” in Japan is generally a fixed place of business for industrial or commercial activity in Japan. With respect to taxes withheld at source, the Treaty is applicable for amount taxable on or after July 1, 2004.

     Under the Treaty, the maximum withholding rate for most shareholders is limited to 10% of the gross amount actually distributed. However, the maximum rate is 5% of the gross amount actually distributed, if

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the recipient is a corporation that owns directly or indirectly, on the date on which entitlement to the dividends is determined, at least 10% of the voting shares of the paying corporation. Moreover, withholding tax on dividends is not imposed, if the recipient is

    a corporation that has owned, directly or indirectly through one or more residents of either Japan or the US, more than 50% of the voting shares of the paying corporation for the period of twelve months ending on the date on which entitlement to the dividends is determined and which meets additional requirements, or
 
    a pension fund , provided that such dividends are not derived from the carrying on of a business, directly or indirectly, by such pension fund.

     The following table summarizes changes of the maximum withholding rate imposed on dividends by the Treaty:

                     
The Prior Treaty
  The Treaty
 
10% or more of the voting shares
    10 %   More than 50% of the voting shares     0 %
 
          10% to 50% of the voting shares     5 %
Others
    15 %   Others     10 %

     For purposes of the Treaty and Japanese tax law, U.S. holders of ADRs will be treated as the owners of the shares underlying the ADSs evidenced by the ADRs.

     Unless an applicable tax treaty, convention or agreement reduces the maximum rate of withholding tax, the rate of Japanese withholding tax applicable to dividends paid by Japanese corporations to a non-resident or non-Japanese corporation is 20%. Japan has entered into income tax treaties, conventions or agreements, reducing the above-mentioned withholding tax rate for investors with a number of countries. These countries include, among others, Australia, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The withholding tax rate is further reduced if investors and IIJ have some capital relationship as provided for in an applicable tax treaty.

     Non-resident holders who are entitled to a reduced rate of Japanese withholding tax on payment of dividends by IIJ must submit the required form in advance through IIJ to the relevant tax authority before payment of dividends. The required form is the Application Form for Income Tax Convention regarding Relief from Japanese Income Tax on Dividends. A standing proxy for non-resident holders may provide such application service. See “Description of Capital Stock — General”. With respect to ADSs, the reduced rate is applicable if The Bank of New York, as depositary, or its agent submits two Application Forms for Income Tax Convention — one form must be submitted before payment of dividends, and the other form must be submitted within eight months after our fiscal year end. To claim the reduced rate, a non-resident holder of ADSs will be required to file proof of taxpayer status, residence and beneficial ownership, as applicable. The non-resident holder will also be required to provide information or documents clarifying its entitlement to the tax reduction as may be required by the depositary.

     A non-resident holder of shares or ADSs who does not submit an application in advance will be entitled to claim from the relevant Japanese tax authority a refund of withholding taxes withheld in excess of the rate of an applicable tax treaty.

     Gains derived from the sale outside Japan of the shares or ADSs by a non-resident of Japan or a non-Japanese corporation are in general not subject to Japanese income or corporation taxes. In addition, gains derived from the sale of shares or ADSs within Japan by a non-resident of Japan or non-Japanese corporation not having a permanent establishment in Japan are in general not subject to Japanese income or corporation

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taxes. An individual who has acquired shares or ADSs as a distributee, legatee or donee may have to pay Japanese inheritance and gift taxes at progressive rates.

     IIJ has paid or will pay any stamp, registration or similar tax imposed by Japan in connection with the issue of the shares, except that IIJ will not pay any tax payable in connection with the transfer or sale of the shares by a holder thereof.

United States Taxation

     The following discusses United States federal income tax consequences of the ownership of shares or ADSs. It only applies to you if you are a U.S. holder, as defined below, and you hold your shares or ADSs as capital assets. It does not address special classes of holders, some of whom may be subject to other rules including:

    tax-exempt entities,
 
    life insurance companies,
 
    dealers in securities,
 
    traders in securities that elect to mark-to-market,
 
    investors liable for alternative minimum tax,
 
    investors that actually or constructively own 10% or more of the voting stock of IIJ,
 
    investors that hold shares or ADSs as part of a straddle or a hedging or conversion transaction, or
 
    U.S. holders (as defined below) whose functional currency is not the U.S. dollar.

     This discussion is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations and administrative and judicial interpretations, as currently in effect, as well as on the Treaty. These laws are subject to change, possibly on a retroactive basis. In addition, this discussion is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement relating to the ADRs and any related agreement will be performed in accordance with its terms.

     For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares or ADSs that is:

    a citizen or resident of the United States,
 
    a domestic corporation,
 
    an estate whose income is subject to United States federal income tax regardless of its source, or
 
    a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

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     This discussion addresses only United States federal income taxation. You should consult your own tax advisor regarding the United States federal, state and local and other tax consequences of owning and disposing of shares and ADSs in your particular circumstances.

     In general, and taking into account the earlier assumptions, for United States federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADSs. Exchanges of shares for ADSs, and ADSs for shares, generally will not be subject to United States federal income tax.

     The discussion under the headings “Taxation of Dividends” and “Taxation of Capital Gains” assumes that we will not be treated as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes. For a discussion of the rules that apply if we are treated as a PFIC, see the discussion under the heading “PFIC Rules” below.

Taxation of Dividends

     Under the United States federal income tax laws, if you are a U.S. holder, the gross amount of any dividend we pay out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) is subject to United States federal income taxation. If you are a noncorporate U.S. holder, dividends paid to you in taxable years beginning after December 31, 2002 and before January 1, 2009 that constitute qualified dividend income will be taxable to you at a maximum tax rate of 15% provided that you hold the shares or ADSs for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. The IRS has announced that it will permit taxpayers to apply a proposed legislative change to the holding period requirement described in the preceding sentence as if such change were already effective. This legislative “technical correction” would change the minimum required holding period, retroactive to January 1, 2003, to more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. Dividends we pay with respect to the shares or ADSs generally will be qualified dividend income.

     You must include any Japanese tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. The dividend is taxable to you when you, in the case of shares, or the Depositary, in the case of ADSs, receive the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the Japanese yen payments made, determined at the spot Japanese yen/U.S. dollar rate on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date you convert the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes.

     Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a return of capital to the extent of your basis in the shares or ADSs and thereafter as capital gain.

     Subject to certain limitations, the Japanese tax withheld in accordance with the Treaty and paid over to Japan will be creditable against your United States federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the maximum 15% tax rate. To the extent a refund of the tax withheld is available to you under Japanese law or under the Treaty,

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the amount of tax withheld that is refundable will not be eligible for credit against your United States federal income tax liability.

     Dividends constitute income from sources outside the United States, but generally will be “passive income” or, if received by financial institutions, “financial services income.” Passive income or financial services income must be treated separately from other types of income for purposes of computing the foreign tax credit allowable to you.

Taxation of Capital Gains

     If you sell or otherwise dispose of your shares or ADSs, you will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. dollar value of the amount that you realize and your tax basis, determined in U.S. dollars, in your shares or ADSs. Capital gain of a noncorporate U.S. holder that is recognized on or after May 6, 2003 and before January 1, 2009 is generally taxed at a maximum rate of 15% where the holder has a holding period greater than one year. Additionally, gain or loss will generally be from sources within the United States for foreign tax credit limitation purposes.

PFIC Rules

     We do not believe that we will be treated as a PFIC for United States federal income tax purposes for our most recent taxable year. However, this conclusion is a factual determination made annually and thus may be subject to change. Because of the nature of our income and assets, we could be determined to be a PFIC for our current and subsequent taxable years.

     In general, we will be a PFIC with respect to you if for any of our taxable years in which you held our ADSs or shares:

    at least 75% of our gross income for the taxable year is passive income, or
 
    at least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for the production of passive income.

     Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income.

     If we are treated as a PFIC and you did not make a mark-to-market election, as described below, you will be subject to special rules with respect to:

    any gain you realize on the sale or other disposition of your shares or ADSs and
 
    any “excess distribution” that we make to you (generally, any distributions to you during a single taxable year that are greater than 125% of the average annual distributions received by you in respect of the shares or ADSs during the three preceding taxable years or, if shorter, your holding period for the shares or ADSs).

     Under these rules:

    the gain or excess distribution will be allocated ratably over your holding period for the shares or ADSs,

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    the amount allocated to the taxable year in which you realized the gain or excess distribution will be taxed as ordinary income,
 
    the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year, and
 
    the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.

     Special rules apply for calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC.

     If your shares or ADSs are treated as stock of a PFIC, you may make a mark-to-market election. If you make this election, you will not be subject to the PFIC rules described above. Instead, in general, you will include as ordinary income each year the excess, if any, of the fair market value of your shares or ADSs at the end of the taxable year over your adjusted basis in your shares or ADSs. These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. You will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of your shares or ADSs over their fair market value at the end of the taxable year or over their final sale or disposition prices, but only to the extent of the net amount of previously included income as a result of the mark-to-market election. Your basis in the shares or ADSs will be adjusted to reflect any such income or loss amounts.

     In addition, notwithstanding any election you make with regard to the shares or ADSs, dividends that you receive from us will not constitute qualified dividend income to you if we are a PFIC either in the taxable year of the distribution or the preceding taxable year. Dividends that you receive that do not constitute qualified dividend income are not eligible for taxation at the 15% maximum rate applicable to qualified dividend income. Instead, you must include the gross amount of any such dividend paid by us out of our accumulated earnings and profits (as determined for United States federal income tax purposes) in your gross income, and it will be subject to tax at rates applicable to ordinary income.

     If you own shares or ADSs during any year that we are a PFIC, you must file Internal Revenue Service Form 8621.

F. Dividends and Paying Agents.

     Not required.

G. Statement by Experts.

     Not applicable.

H. Documents on Display.

     We file periodic reports and other information with the Securities and Exchange Commission. The Securities and Exchange Commission maintains a web site at www.sec.gov that contains reports and other information regarding us and other registrants that file electronically with the Securities and Exchange Commission. You may read and copy any document we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of its public reference room. In addition, you may also inspect reports filed with the Securities and Exchange Commission and other information our Tokyo headquarters, located at Jinbocho

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Mitsui Bldg., 1-105 Kanda Jinbo-cho Chiyoda-ku, Tokyo 101-0051, Japan. Some of this information may also be found on our website at http://www.iij.ad.jp/. This information is not incorporated by reference into this annual report on Form 20-F.

I. Subsidiary Information.

     Not applicable.

Item 11. Quantitative and Qualitative Disclosures about Market Risk.

     We are exposed to market risks from changes in interest rates, equity prices and foreign currency exchange rates.

Interest Rate Risk

     The table below provides information about financial instruments held by us that are sensitive to changes in interest rates, including debt obligations and interest rate swaps. For debt obligations, the table presents whether the interest component is fixed or variable, the amount and timing of cash flows, the expected weighted-average interest rates over the next five years, as well as the fair value of each debt instrument. For interest rate swaps, the table presents the notional amounts and weighted average interest rates by expected maturity dates.

                                                         
    Expected maturity date
           
                                                    Fair
                                                    value or
                                                    Gain
March 31, 2004
  2005
  2006
  2007
  2008
  2009
  Total
  (loss)
    (millions of yen)
Long-term debt obligations:
                                                       
Fixed rate long-term borrowings, installment payable and convertible notes
    12,380       152       756                       13,288       13,170  
Average interest rate
    1.755 %     2.550 %     1.883 %                     1.773 %        
Variable rate long-term borrowings
    1,000       1,000       400                       2,400       2,400  
Average interest rate
    0.789 %     1.110 %     1.173 %                     0.987 %        
Interest rate swap contracts —
                                                       
Notional amount — variable to fixed:
    1,000       1,000       400                       2,400       (19 )
Average pay rate
    1.500 %     1.900 %     1.990 %                     1.748 %        
Average receive rate
    0.789 %     1.110 %     1.173 %                     0.987 %        
                                                         
    Expected maturity date
           
                                                    Fair
                                                    value or
                                                    Gain
March 31, 2003
  2004
  2005
  2006
  2007
  2008
  Total
  (loss)
    (millions of yen)
Long-term debt obligations:
                                                       
Fixed rate long-term borrowings, installment payable and convertible notes
    944       15,548       152       756               17,400       15,004  
Average interest rate
    2.304 %     1.755 %     2.550 %     1.883 %             1.797 %        
Variable rate long-term borrowings
    1,000       1,000       1,000                       3,000       3,000  
Average interest rate
    0.850 %     0.789 %     1.110 %                     0.916 %        
Interest rate swap contracts —
                                                       
Notional amount — variable to fixed:
    1,000       1,000       1,000                       3,000       (38 )
Average pay rate
    1.960 %     1.500 %     1.900 %                     1.787 %        
Average receive rate
    0.840 %     0.789 %     1.110 %                   0.913 %        

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     Our policy on managing interest rate risk is to hedge our exposure to variability in future cash flow of floating rate interest payment on long-term bank borrowings. In order to reduce cash flow risk exposures on floating rate borrowings, we utilize interest rate swaps to convert a floating rate borrowings into a fixed rate borrowings. We do not hold derivative instruments for speculative purposes. Also, we do not hold or issue financial instruments for trading purposes. See note 14 to our consolidated financial statements included in this annual report on Form 20-F.

Equity Price Risk

     The fair value of certain of our investments, primarily in marketable securities, exposes us to equity price risks. In general, we have invested in highly liquid and low-risk instruments, which are not held for trading purposes. We are exposed to changes in the market prices of the securities. As of March 31, 2003 and 2004, the fair value of such investments was ¥1,180 million and ¥6,573 million, respectively. The potential loss in fair value resulting from a 10% adverse change in equity prices would be approximately ¥118 million and ¥657 million as of March 31, 2003 and 2004, respectively. See Note 2 to our consolidated financial statements, included in this annual report on Form 20-F.

Foreign Currency Exchange Rate Risk

     The only significant assets held by us which are exposed to foreign currency exchange risk are U.S. dollar denominated bank deposits. The carrying value, which also represents fair value, amounted to $11,524 thousand (¥1,361 million) and $6,368 thousand (¥663 million) at March 31, 2003 and 2004, respectively. The potential loss in fair value for such financial instruments from a 10% adverse change in quoted foreign currency exchange rates would be approximately ¥136 million and ¥66 million at March 31, 2003 and 2004, respectively.

Item 12. Description of Securities Other than Equity Securities.

     Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

     None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

     None.

Item 15. Controls and Procedures.

Disclosure Controls and Procedures

     As of the end of the fiscal year ended March 31, 2004, our management, with the participation of Koichi Suzuki, our president, chief executive officer and representative director, and Akihisa Watai, our director, chief financial officer and chief accounting officer, performed an evaluation of our disclosure controls and procedures.

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     Under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

     Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2004.

Changes in Internal Control Over Financial Reporting

     With the participation of our chief executive officer and chief financial officer, we also evaluated any change in our internal control over financial reporting that occurred during the fiscal year ended March 31, 2004.

     Under Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, internal control over financial reporting means a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

    pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
 
    provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
 
    provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

     Based on that evaluation, our chief executive officer and chief financial officer concluded that no changes were made in our internal control over financial reporting that occurred during the fiscal year ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

     At our shareholders’ meeting on June 24, 2004, two statutory auditors were newly nominated and our board of corporate auditors has determined that one of the nominated statutory auditors, Masaaki Koizumi is an “audit committee financial expert” as defined in Item 16A. of Form 20-F serving on the Board of Corporate Auditors.

     An “audit committee financial expert” is defined in Item 16A. of Form 20-F to mean a person who has the following attributes:

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     (1) An understanding of generally accepted accounting principles and financial statements;

     (2) The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

     (3) Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;

     (4) An understanding of internal controls over financial reporting;

     (5) An understanding of audit committee functions.

     Such person shall have acquired the attributes described above through:

     (1) Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

     (2) Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

     (3) Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

     (4) Other relevant experience.

     A person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for purposes of section 11 of the Securities Act of 1933 (15 U.S.C. 77k), as a result of being designated or identified as an audit committee financial expert pursuant to this Item 16A. The designation or identification of a person as an audit committee financial expert pursuant to this Item 16A does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert pursuant to this Item 16A does not affect the duties, obligations or liability of any other member of the audit committee or board of directors.

Item 16B. Code of Ethics.

     At our Board of Directors Meeting on April 28, 2004, we adopted a Code of Ethics applicable to all employees and officers, including our chief executive officer, chief financial officer and chief accounting officer. The Code of Ethics is attached as Exhibit 11.1 to this annual report on Form 20-F.

Item 16C. Principal Accountant Fees and Services.

Independent Auditor Fees and Services

     The Board of Directors engaged Deloitte Touche Tohmatsu, or Deloitte, to perform an annual audit of our financial statements for each of the fiscal years ended March 31, 2002 and 2003. The following table sets forth the aggregate fees billed for services rendered by Deloitte for each of the last two fiscal years.

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    Fiscal year ended March 31,
    2002
  2003
    (millions of yen)
Audit fees (1)
    57       70  
Audit-related fees (2)
    30          
Tax fees (3)
    4       3  
All other fees (4)
               
 
   
 
     
 
 
Total fees
    91       73  
 
   
 
     
 
 


(1)   These are the aggregate fees billed for the fiscal year for professional services rendered by Deloitte for the audit of our annual financial statements and services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.
 
(2)   These are the aggregate fees billed for the fiscal year for assurance and related services by Deloitte that are reasonably related to the performance of the audit or review of our financial statements other than those reported under “Audit Fees” above. These services include internal control reviews and consultation concerning financial accounting and reporting standards.
 
(3)   These are the aggregate fees billed for the fiscal year for professional services rendered by Deloitte for tax compliance, tax advice and tax planning.
 
(4)   These are the aggregate fees for the fiscal year for all products and services provided by Deloitte other than those reported above.

Board of Corporate Auditors Pre-Approval Policies and Procedures

     The Board of Corporate Auditors has adopted policies and procedures for pre-approving all audit and permissible non-audit work performed by our independent auditor in accordance with Rule 2-01(c)(7)(i)(B) under Regulation S-X. Under those policies and procedures, the Board of Corporate Auditors must pre-approve individual audit and non-audit services to be provided to us by our independent auditor and its affiliates. Those policies and procedures also describe prohibited non-audit services that may never be provided by our independent auditor.

     All of the services provided by our independent auditor from May 6, when our pre-approval policies went into effect, through the end of the fiscal year ended March 31, 2004 were pre-approved by the Board of Corporate Auditors pursuant to the pre-approval policies described above, and none of such services were approved pursuant to the procedures described in Rule 2-01(c)(7)(i)(C) of Regulation S-X, which waives the general requirement for pre-approval in certain circumstances.

Item 16D. Exemptions from the Listing Standards for Audit Committees.

     Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

     Not applicable.

PART III

Item 17. Financial Statements.

     Not applicable.

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Item 18. Financial Statements.

     See Financial Statements for Internet Initiative Japan Inc. and Subsidiaries begins on page F-1.

Item 19. Exhibits.

         
  1.1    
Articles of Incorporation, as amended (English translation)
  1.2    
Share Handling Regulations, as amended (English translation)
  1.3    
Regulations of the Board of Directors, as amended (English translation)*
  1.4    
Regulations of the Board of Statutory Auditors, as amended (English translation)
  2.1    
Specimen Common Stock Certificate**
  2.2    
Bylaws of the IIJ Employee Shareholders’ Association (with English translation)**
  2.3    
Paying Agent, Conversion Agent and Registrar Agreement, dated April 11, 2000, among Internet Initiative Japan Inc., The Bank of New York and Banque Internationale à Luxembourg relating to ¥15,000,000,000 1.75% convertible notes due 2005 (with exhibits)*
  2.4    
Form of Deposit Agreement among IIJ, The Bank of New York as depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt ***
  4.1    
Basic Agreement to Delegate Services, dated April 1, 1997, between Internet Initiative Japan Inc. and IIJ Technology Inc. (with English translation)**
  4.2    
Shareholders’ Agreement Relating to the Establishment of INTERNET MULTIFEED CO., dated August 20, 1997, between Nippon Telegraph and Telephone Corporation and the Registrant (with English translation)**
  4.3    
Basic Agreement to Delegate Services, dated January 30, 1995, between Internet Initiative Japan Inc. and IIJ Media Communications Inc. (with English translation)**
  4.4    
Basic Agreement to Delegate Services, dated April 1, 1998, between Internet Initiative Japan Inc. and Net Care, Inc. (with English translation)**
  4.5    
Individual Agreement on Entrustment of Business between Internet Initiative Japan Inc. and Asia Internet Holding Co., Ltd., dated July 1, 2004 (with English translation)
  4.6    
Lease Agreement, dated March 14, 2003, between Internet Initiative Japan and Mitsui Fudosan Co., Ltd. (English translation)*
  4.7    
Sublease Agreements, dated March 15, 2003, between Internet Initiative Japan Inc. and Crosswave Communications Inc., Crosswave Facilities Inc., IIJ Technology Inc., Net Care, Inc. and IIJ Media Communications, Inc. (English translations)*
  4.8    
Pledge Agreement, dated March 14, 2003, among Internet Initiative Japan Inc., IBJ Leasing Co., Ltd. and Nissay Leasing Company, Limited (English translation)*
  4.20    
Subscription Agreement, dated September 16, 2003, between Internet Initiative Japan and Nippon Telegraph and Telephone Corporation (English translation)*
  4.21    
Service Agreement, dated March 25, 2004, between Internet Initiative Japan Inc. and IIJ America Inc.
  4.23    
Agreement on Limited Liability, dated June 24, 2004, between Internet Initiative Japan Inc. and outside directors****
  8.1    
List of Significant Subsidiaries (See “Our Group Companies” in Item 4.B. of this Form 20-F)
  11.1    
Internet Initiative Japan Code of Conduct
  12.1    
Certifications required by Section 302 of the Sarbanes Oxley Act of 2002
  13.1    
Certifications required by Section 906 of the Sarbanes Oxley Act of 2002
  14.1    
Selected unaudited financial statement data as of and for the year ended March 31, 2003 of Crosswave Communications Inc. *


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(*)   Incorporated by reference to the corresponding exhibit to our annual report on Form 20-F (File No. 0-30204) filed on September 30, 2003.
 
(**)   Incorporated by reference to the corresponding exhibit to our Form F-1 Registration Statement (File No. 333-10584) declared effective on August 3, 1999.
 
(***)   Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-110862) filed on December 2, 2003.
 
(****)   IIJ and each of Yasurou Tanahashi and Takashi Hiroi entered into Agreement on Limited Liability, dated June 24, 2004, between Internet Initiative Japan Inc. and outside director.

     Except for Exhibit 2.3, we have not included as exhibits certain instruments with respect to our long-term debt. Except for Exhibit 2.3, the amount of debt authorized under each long-term debt instrument does not exceed 10% or our total assets. We agree to furnish a copy of any long-term debt instrument to the Commission upon request.

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SIGNATURE

     The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F, as amended, and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

             
    Internet Initiative Japan Inc.
 
           
    By: /s/ Koichi Suzuki
      Name:
Title:
Koichi Suzuki
President, Chief Executive Officer and Representative Director

Date: July 23, 2004

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Internet Initiative Japan Inc. and Subsidiaries

Index to Consolidated Financial Statements

         
    Page
    F-2  
    F-4  
    F-6  
    F-8  
    F-9  
    F-12  

F- 1


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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Internet Initiative Japan Inc.:

We have audited the accompanying consolidated balance sheets of Internet Initiative Japan Inc. (“IIJ”) and subsidiaries (the “Company”) as of March 31, 2003 and 2004 and the related consolidated statements of operations, shareholders’ equity (capital deficiency), and cash flows for each of the three years in the period ended March 31, 2004 (all expressed in Japanese yen). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We did not audit the financial statements of Crosswave Communications Inc. (“Crosswave”), a 37.85 percent owned equity method investee, IIJ’s investment in which had been accounted for by use of the equity method. The Company’s equity in net losses of Crosswave of ¥5,421,255 thousand for the year ended March 31, 2002 are included in the accompanying consolidated financial statements. The financial statements of Crosswave as of March 31, 2002 and for the year then ended were audited by other auditors whose report dated June 5, 2002 has been furnished to us, and our opinion, insofar as it relates to the amounts included for Crosswave referred to above, is based solely on the report of such other auditors.

Except as discussed in the following paragraph, we conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

We were unable to obtain audited financial statements supporting the Company’s equity method net loss of Crosswave for the year ended March 31, 2003 stated at ¥5,514,383 thousand, which is included in net loss for the year then ended and the related summary financial information of Crosswave as of and for the year ended March 31, 2003 as described in Note 4 to the consolidated financial statements; nor were we able to satisfy ourselves as to the equity method net loss and the related summary financial information by other auditing procedures. Also, as discussed in Note 4 to the consolidated financial statements, on August 20, 2003, Crosswave filed a voluntary petition for the commencement of corporate reorganization proceedings in Japan. As a result, the Company’s investment in and deposits for Crosswave have been fully written off as of March 31, 2003, and an impairment loss on investment in and deposits for Crosswave of ¥7,153,087 thousand was recognized by the Company. Because we were unable to apply audit procedures to the equity method net loss of Crosswave for the year ended March 31, 2003, we were also unable to satisfy ourselves as to the amount of related impairment loss for such year.

F- 2


Table of Contents

In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements for the year ended March 31, 2002, present fairly, in all material respects, the results of its operations and its cash flows for the year ended March 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated balance sheet as of March 31, 2003 presents fairly in all material respects, the financial position of the Company as of March 31, 2003, in conformity with accounting principles generally accepted in the United States of America. In our opinion, except for the effects of such adjustments, if any, as might have been determined to be necessary had we been able to obtain sufficient evidence regarding the equity method net loss, the impairment loss on investment in and deposits for Crosswave and the related summary financial information of Crosswave for the year ended March 31, 2003, the consolidated statements of operations and cash flows for the year ended March 31, 2003, present fairly, in all material respects the results of the Company’s operations and its cash flows for the year ended March 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, such 2004 consolidated financial statements present fairy, in all material respects, the financial position of the Company at March 31, 2004, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits also comprehended the translation of Japanese yen amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 1. Such U.S. dollar amounts are presented solely for the convenience of readers outside Japan.

/s/ DELOITTE TOUCHE TOHMATSU
Tokyo, Japan
June 17, 2004

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Internet Initiative Japan Inc. and Subsidiaries

Consolidated Balance Sheets
March 31, 2003 and 2004

                         
                    Thousands of
                    U.S. Dollars
    Thousands of Yen
  (Note 1)
ASSETS
  2003
  2004
  2004
CURRENT ASSETS:
                       
Cash and cash equivalent (Note 14)
  ¥ 3,588,352     ¥ 12,284,239     $ 117,914  
Accounts receivable, net of allowance for doubtful accounts of ¥34,712 thousand and ¥73,357 thousand ($704 thousand) at March 31, 2003 and 2004, respectively (Notes 3 and 4)
    10,253,096       8,994,156       86,333  
Inventories
    417,666       438,435       4,208  
Prepaid expenses
    564,501       557,703       5,353  
Other current assets (Note 9)
    932,873       325,422       3,124  
 
   
 
     
 
     
 
 
Total current assets
    15,756,488       22,599,955       216,932  
INVESTMENTS IN AND ADVANCES TO EQUITY METHOD INVESTEES (Note 4)
    1,116,020       778,152       7,469  
OTHER INVESTMENTS (Notes 2 and 14)
    3,040,189       7,931,893       76,136  
PROPERTY AND EQUIPMENT—Net (Notes 5 and 7)
    9,151,572       8,601,905       82,568  
INTANGIBLE ASSETS—Net (Note 6)
    189,851       141,341       1,357  
GUARANTEE DEPOSITS (Notes 7 and 8)
    2,205,652       2,075,123       19,919  
OTHER ASSETS, net of allowance for doubtful accounts of ¥90,642 thousand and ¥419,248 thousand ($4,024 thousand) at March 31, 2003 and 2004 respectively (Notes 3, 10 and 14)
    604,604       608,556       5,841  
 
   
 
     
 
     
 
 
TOTAL
  ¥ 32,064,376     ¥ 42,736,925     $ 410,222  
 
   
 
     
 
     
 
 

(Continued)

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Table of Contents

Internet Initiative Japan Inc. and Subsidiaries

Consolidated Balance Sheets
March 31, 2003 and 2004

                         
                    Thousands of
                    U.S. Dollars
LIABILITIES AND   Thousands of Yen
  (Note 1)
SHAREHOLDERS' EQUITY            
(CAPITAL DEFICIENCY)
  2003
  2004
  2004
CURRENT LIABILITIES:
                       
Short-term borrowings (Note 8)
  ¥ 4,823,599     ¥ 6,564,093     $ 63,007  
Long-term borrowings—current portion (Notes 8 and 14)
    1,943,735       1,548,246       14,861  
Convertible notes (Notes 8 and 14)
            11,832,000       113,573  
Capital lease obligations—current portion (Note 7)
    2,716,386       2,387,754       22,920  
Accounts payable (Note 4)
    8,406,170       7,187,976       68,996  
Accrued expenses
    389,495       454,366       4,361  
Other current liabilities
    551,985       483,925       4,645  
 
   
 
     
 
     
 
 
Total current liabilities
    18,831,370       30,458,360       292,363  
LONG-TERM BORROWINGS (Notes 8 and 14)
    3,456,265       2,308,019       22,154  
CONVERTIBLE NOTES (Notes 8 and 14)
    15,000,000                  
CAPITAL LEASE OBLIGATIONS—Noncurrent (Note 7)
    3,635,780       2,880,298       27,647  
ACCRUED RETIREMENT AND PENSION COSTS (Note 10)
    80,601       72,687       698  
OTHER NONCURRENT LIABILITIES
    185,201       161,122       1,547  
 
   
 
     
 
     
 
 
Total liabilities
    41,189,217       35,880,486       344,409  
 
   
 
     
 
     
 
 
MINORITY INTEREST
    879,495       642,311       6,165  
 
   
 
     
 
     
 
 
COMMITMENTS AND CONTINGENCIES (Notes 4 and 13)
SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY) (Notes 11 and 12):
                       
Common stock—authorized, 75,520 shares; issued and outstanding, 22,480 shares at March 31, 2003 and 38,360 shares at March 31, 2004
    7,082,336       13,765,372       132,131  
Additional paid-in capital
    17,068,353       23,637,628       226,892  
Accumulated deficit
    (34,685,291 )     (34,790,430 )     (333,946 )
Accumulated other comprehensive income
    530,266       3,645,558       34,993  
Treasury stock—120 shares held by an equity method investee
            (44,000 )     (422 )
 
   
 
     
 
     
 
 
Total shareholders’ equity (capital deficiency)
    (10,004,336 )     6,214,128       59,648  
 
   
 
     
 
     
 
 
TOTAL
  ¥ 32,064,376     ¥ 42,736,925     $ 410,222  
 
   
 
     
 
     
 
 

See notes to consolidated financial statements.

(Concluded)

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Table of Contents

Internet Initiative Japan Inc. and Subsidiaries

Consolidated Statements of Operations
Three Years in the Period Ended March 31, 2004

                                 
                            Thousands of
                            U.S. Dollars
    Thousands of Yen
  (Note 1)
    2002
  2003
  2004
  2004
REVENUES (Note 4):
                               
Connectivity and value-added services:
                               
Dedicated access
  ¥ 14,303,342     ¥ 13,814,977     ¥ 12,862,132     $ 123,461  
Dial-up access
    3,644,091       3,155,137       3,088,498       29,646  
Value-added services
    3,099,791       3,602,847       4,296,228       41,238  
Other
    1,667,986       1,725,736       2,117,794       20,328  
 
   
 
     
 
     
 
     
 
 
Total
    22,715,210       22,298,697       22,364,652       214,673  
Systems integration
    14,355,325       15,012,633       11,847,687       113,723  
Equipment sales
    2,834,078       6,706,231       4,567,123       43,839  
 
   
 
     
 
     
 
     
 
 
Total revenues
    39,904,613       44,017,561       38,779,462       372,235  
 
   
 
     
 
     
 
     
 
 
COST AND EXPENSES:
                               
Cost of connectivity and value-added services (Notes 4 and 7)
    19,799,402       20,386,887       20,047,438       192,431  
Cost of systems integration
    12,314,158       13,090,220       9,851,726       94,564  
Cost of equipment sales
    2,540,089       6,416,525       4,346,243       41,719  
 
   
 
     
 
     
 
     
 
 
Total cost
    34,653,649       39,893,632       34,245,407       328,714  
Sales and marketing (Note 15)
    3,038,412       3,176,165       3,527,490       33,859  
General and administrative
    1,839,525       2,204,504       2,098,481       20,143  
Research and development
    319,370       414,149       357,968       3,436  
 
   
 
     
 
     
 
     
 
 
Total cost and expenses
    39,850,956       45,688,450       40,229,346       386,152  
 
   
 
     
 
     
 
     
 
 
OPERATING INCOME (LOSS)
    53,657       (1,670,889 )     (1,449,884 )     (13,917 )
 
   
 
     
 
     
 
     
 
 
OTHER INCOME (EXPENSES):
                               
Interest income
    121,867       67,446       37,516       360  
Interest expense
    (659,101 )     (732,831 )     (702,036 )     (6,739 )
Foreign exchange gains (losses)
    254,882       (279,703 )     (6,493 )     (62 )
Gain (loss) on other investments (Note 2)
    (432,952 )     (277,169 )     1,412,858       13,562  
Other—net
    (227,838 )     (47,183 )     240,375       2,307  
 
   
 
     
 
     
 
     
 
 
Other income (expenses)—net
    (943,142 )     (1,269,433 )     982,220       9,428  
 
   
 
     
 
     
 
     
 
 
LOSS FROM OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)
    (889,485 )     (2,940,322 )     (467,664 )     (4,489 )
INCOME TAX EXPENSE (BENEFIT) (Note 9)
    1,099,035       911,365       (2,133,011 )     (20,474 )
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES
    24,467       153,251       235,812       2,264  
 
   
 
     
 
     
 
     
 
 
FORWARD
  ¥ (1,964,053 )   ¥ (3,698,436 )   ¥ 1,901,159     $ 18,249  
 
   
 
     
 
     
 
     
 
 

(Continued)

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Table of Contents

Internet Initiative Japan Inc. and Subsidiaries

Consolidated Statements of Operations
Three Years in the Period Ended March 31, 2004

                                 
                            Thousands of
                            U.S. Dollars
            Thousands of Yen           (Note 1)
   
 
 
 
    2002
  2003
  2004
  2004
FORWARD
  ¥ (1,964,053 )   ¥ (3,698,436 )   ¥ 1,901,159     $ 18,249  
 
   
 
     
 
     
 
     
 
 
EQUITY IN NET LOSS OF EQUITY METHOD INVESTEES (Note 4):
                               
Equity method net loss
    (5,482,082 )     (5,625,299 )     (286,317 )     (2,748 )
Impairment loss on investment, advance and deposits for Crosswave
            (7,153,087 )     (1,719,981 )     (16,510 )  
 
   
 
     
 
     
 
     
 
 
Total equity in net loss of equity method investees
    (5,482,082 )     (12,778,386 )     (2,006,298 )     (19,258 )
 
   
 
     
 
     
 
     
 
 
NET LOSS
  ¥ (7,446,135 )   ¥ (16,476,822 )   ¥ (105,139 )   $ (1,009 )
 
   
 
     
 
     
 
     
 
 
                                 
 
  Yen
    U.S. Dollars
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
    22,480       22,480       31,711          
BASIC AND DILUTED NET LOSS PER COMMON SHARE
  ¥ (331,234 )   ¥ (732,955 )   ¥ (3,316 )   $ (32 )
                                 
                           

See notes to consolidated financial statements.

(Concluded)

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Table of Contents

Internet Initiative Japan Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Capital Deficiency)
Three Years in the Period Ended March 31, 2004

                                                         
            Thousands of Yen
    Shares of                           Accumulated        
    Common Stock                           Other        
    Outstanding           Additional           Comprehensive        
    (Including   Common   Paid-in   Accumulated   Income   Treasury    
    Treasury Stock)
  Stock
  Capital
  Deficit
  (Note 12)
  Stock
  Total
BALANCE, APRIL 1, 2001
    22,480     ¥ 7,082,336     ¥ 17,068,353     ¥ (10,762,334 )   ¥ 3,539,395             ¥ 16,927,750  
Net loss
                            (7,446,135 )                     (7,446,135 )
Other comprehensive loss, net of tax
                                    (1,756,334 )             (1,756,334 )
 
                                                   
 
 
Total comprehensive loss
                                                    (9,202,469 )
 
   
 
     
 
     
 
     
 
     
 
             
 
 
BALANCE, MARCH 31, 2002
    22,480       7,082,336       17,068,353       (18,208,469 )     1,783,061               7,725,281  
Net loss
                            (16,476,822 )                     (16,476,822 )
Other comprehensive loss, net of tax
                                    (1,252,795 )             (1,252,795 )
 
                                                   
 
 
Total comprehensive loss
                                                    (17,729,617 )
 
   
 
     
 
     
 
     
 
     
 
             
 
 
BALANCE, MARCH 31, 2003
    22,480       7,082,336       17,068,353       (34,685,291 )     530,266               (10,004,336 )
Net loss
                            (105,139 )                     (105,139 )
Other comprehensive income, net of tax
                                    3,115,292               3,115,292  
 
                                                   
 
 
Total comprehensive income
                                                    3,010,153
Issuance of common stock
    15,880       6,683,036       6,569,275                               13,252,311
Purchase of common stock by an equity method investee
                                          ¥ (44,000 )     (44,000 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
BALANCE, MARCH 31, 2004
    38,360     ¥ 13,765,372     ¥ 23,637,628     ¥ (34,790,430 )   ¥ 3,645,558     ¥ (44,000 )   ¥ 6,214,128  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
                                                 
    Thousands of U.S. Dollars (Note 1)
                            Accumulated        
                            Other        
            Additional           Comprehensive        
    Common   Paid-in   Accumulated   Income   Treasury    
    Stock
  Capital
  Deficit
  (Note 12)
  Stock
  Total
BALANCE, MARCH 31, 2003
  $ 67,982     $ 163,835     $ (332,937 )   $ 5,090             $ (96,030 )
Net loss
                    (1,009 )                     (1,009 )
Other comprehensive income, net of tax
                            29,903               29,903  
 
                                           
 
 
Total comprehensive income
                                            28,894  
Issuance of common stock
    64,149       63,057                               127,206  
Purchase of common stock by an equity method investee
                                  $ (422 )     (422 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
BALANCE, MARCH 31, 2004
  $ 132,131     $ 226,892     $ (333,946 )   $ 34,993     $ (422 )   $ 59,648  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

See notes to consolidated financial statements.

F- 8


Table of Contents

Internet Initiative Japan Inc. and Subsidiaries

Consolidated Statements of Cash Flows
Three Years in the Period Ended March 31, 2004

                                 
                            Thousands of
                            U.S. Dollars
    Thousands of Yen
  (Note 1)
    2002
  2003
  2004
  2004
OPERATING ACTIVITIES:
                               
Net loss
  ¥ (7,446,135 )   ¥ (16,476,822 )   ¥ (105,139 )   $ (1,009 )
Adjustments to reconcile net loss to net cash provided by operating activities:
                               
Depreciation and amortization
    3,027,587       3,580,212       4,008,324       38,475  
Provision for retirement and pension costs, less payments
    (23,799 )     (20,240 )     (16,960 )     (163 )
Provision for doubtful accounts
    78,482       84,339       449,164       4,311  
Loss on disposal of property and equipment
    22,851       112,052       109,588       1,052  
Loss (gains) on other investments
    432,952       277,162       (1,412,858 )     (13,562 )
Foreign exchange losses (gains)
    (219,524 )     277,856       5,124       49  
Gain on retirement of convertible notes
                    (88,975 )     (854 )
Equity method net loss
    5,482,082       5,625,299       286,317       2,748  
Impairment loss on investment, advance and deposits for Crosswave
            7,153,087       1,719,981       16,510  
Minority interest in net loss of consolidated subsidiaries
    (24,467 )     (153,251 )     (235,812 )     (2,264 )
Deferred income tax expense (benefit)
    1,081,241       885,784       (2,163,571 )     (20,768 )
Others
    11,913       5,256       70,652       678  
Changes in operating assets and liabilities:
                               
Decrease (increase) in accounts receivable
    (3,559,335 )     (1,351,380 )     784,728       7,533  
Decrease (increase) in inventories, prepaid expenses and other current and noncurrent assets
    (671,177 )     3,944       (275,103 )     (2,641 )
Increase (decrease) in accounts payable
    2,808,704       1,245,431       (1,132,209 )     (10,868 )
Increase (decrease) in income taxes payable
    (8,433 )     2,711       2,041       20  
Increase (decrease) in accrued expenses and other current and noncurrent liabilities
    168,271       330,252       (81,926 )     (785 )
 
   
 
     
 
     
 
     
 
 
Net cash provided by operating activities—(Forward)
  ¥ 1,161,213     ¥ 1,581,692     ¥ 1,923,366     $ 18,462  
 
   
 
     
 
     
 
     
 
 
 
                         

(Continued)

F- 9


Table of Contents

Internet Initiative Japan Inc. and Subsidiaries

Consolidated Statements of Cash Flows
Three Years in the Period Ended March 31, 2004

                                 
                            Thousands of
                            U.S. Dollars
    Thousands of Yen
  (Note 1)
    2002
  2003
  2004
  2004
Net cash provided by operating activities—(Forward)
  ¥ 1,161,213     ¥ 1,581,692     ¥ 1,923,366     $ 18,462  
 
   
 
     
 
     
 
     
 
 
INVESTING ACTIVITIES:
                               
Purchases of property and equipment
    (1,237,434 )     (1,315,390 )     (1,657,302 )     (15,908 )
Proceeds from sale-leaseback
            66,940                  
Investments in and advances to equity method investees
    (362,714 )                        
Purchases of other investments
    (399,600 )     (51,671 )     (325,665 )     (3,126 )
Proceeds from sale of other investments
            26,078       2,170,584       20,835  
Deposit of restricted cash for, purchase of stock purchase right of and advance to Crosswave
            (5,056,250 )     (1,719,981 )     (16,510 )
Payments of guarantee deposits
    (430,455 )     (1,519,264 )     (9,114 )     (87 )
Refund of guarantee deposits
    1,830       31,353       683,132       6,557  
Payment for refundable insurance policies
    (16,103 )     (19,096 )     (21,007 )     (202 )
Refund from insurance policies
    6,115       8,392       7,432       71  
Other
    (18,837 )     (49,013 )     19,458       187  
 
   
 
     
 
     
 
     
 
 
Net cash used in investing activities
    (2,457,198 )     (7,877,921 )     (852,463 )     (8,183 )
 
   
 
     
 
     
 
     
 
 
FINANCING ACTIVITIES:
                               
Proceeds from issuance of long-term borrowings
    2,000,000       2,000,000       400,000       3,839  
Repayments of long-term borrowings
            (1,400,000 )     (1,943,735 )     (18,657 )
Principal payments under capital leases
    (2,037,133 )     (2,475,433 )     (2,733,012 )     (26,234 )
Net increase (decrease) in short-term borrowings
    (1,799,768 )     1,003,367       1,740,495       16,707  
Repurchase of convertible notes
                    (3,047,460 )     (29,252 )
Proceeds from issuance of common stock, net of issuance cost
                    13,252,311       127,206  
Proceeds from issuance of subsidiary stock to minority shareholders
    375,000                          
 
   
 
     
 
     
 
     
 
 
Net cash provided by (used in) financing activities
    (1,461,901 )     (872,066 )     7,668,599       73,609  
 
   
 
     
 
     
 
     
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH
    233,098       (289,272 )     (43,615 )     (418 )
 
   
 
     
 
     
 
     
 
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (2,524,788 )     (7,457,567 )     8,695,887       83,470  
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    13,570,707       11,045,919       3,588,352       34,444  
 
   
 
     
 
     
 
     
 
 
CASH AND CASH EQUIVALENTS, END OF YEAR
  ¥ 11,045,919     ¥ 3,588,352     ¥ 12,284,239     $ 117,914  
 
   
 
     
 
     
 
     
 
 
                                 
 
                         

(Continued)

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Table of Contents

Internet Initiative Japan Inc. and Subsidiaries

Consolidated Statements of Cash Flows
Three Years in the Period Ended March 31, 2004

                                 
                            Thousands of
                            U.S. Dollars
    Thousands of Yen
  (Note 1)
    2002
  2003
  2004
  2004
ADDITIONAL CASH FLOW INFORMATION:
                               
Interest paid
  ¥ 563,557     ¥ 633,649     ¥ 625,248     $ 6,002  
Income taxes paid
    26,227       22,650       48,413       465  
NONCASH INVESTING AND FINANCING ACTIVITIES:
                               
Acquisition of assets by entering into capital leases
    2,535,943       3,578,084       1,865,309       17,905  
Exchange of common stock investment due to merger:
                               
Market value of common shares acquired
            55,448                  
Cost of investment
            132,372                  

See notes to consolidated financial statements.

 

(Concluded)

F- 11


Table of Contents

Internet Initiative Japan Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Internet Initiative Japan Inc. (“IIJ”), a Japanese corporation, was founded in December 1992 to develop and operate Internet access services and other Internet-related services in Japan and is 31.6 percent owned by Nippon Telegraph and Telephone Corporation (“NTT”) and its subsidiary as of March 31, 2004. IIJ and subsidiaries (collectively, the “Company”) provide Internet access services throughout Japan and into the United States of America and into the rest of Asia through a direct connection to the A-Bone, an Internet backbone connecting the countries in the Asia Pacific region. The Company also provides Internet systems design and integration representing principally sales of Internet network systems and equipment and miscellaneous Internet access-related services.
 
    The Company manages its business and measures results based on a single Internet-related services industry segment. Substantially all revenues are from customers operating in Japan.
 
    The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and net losses in each of the past six fiscal years, with the exception of operating income turning slightly positive for the year ended March 31, 2002. In August 2003, Crosswave Communications Inc. (“Crosswave”), the Company’s former equity method investee, filed a voluntary petition for the commencement of corporate reorganization proceeding in Japan. The Company recognized the total equity in net loss of Crosswave of ¥12,667,470 thousand and ¥1,719,981 thousand for the year ended March 31, 2003 and 2004, respectively. The Company had taken action to address Crosswave’s corporate reorganization and its financial performance such as private placements to shareholders and third parties totaling ¥13,366,073 thousand in June and September 2003. At March 31, 2004, the Company has indebtedness of ¥27,520,410 thousand including convertible notes of ¥11,832,000 thousand due March 2005 and negative working capital of ¥7,858,405 thousand. Although the Company is considering various alternatives to increase revenues and improve profitability, there can be no assurance that these actions and efforts will be successful. However, the management believes that as of March 31, 2004, the Company’s cash and cash equivalents of ¥12,284,239 thousand and available-for-sale securities of ¥6,572,985 thousand, including common stock investment in a single Japanese company of ¥5,447,680 thousand, cash provided by operating activities and continuing bank financing should provide the Company with sufficient resources to redeem the convertible notes and meet its other near term cash requirements.

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Table of Contents

    Certain Significant Risks and Uncertainties— The Company participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations or cash flows: advances and trends in new technologies and industry standard; competitive pressures in the form of new products or price reductions on current products; change in product mix and overall demand for products offered by the Company; changes in certain strategic relationship or customer relationship; litigation or claims against the Company based on intellectual property, product, regulatory or other factors; risk associated with change in domestic and international economic and/or political conditions or regulations; and fluctuation in stock price of available-for-sale securities which the Company owns.
 
    The Company relies on telecommunications carriers for a significant portion of network backbone, and regional NTT subsidiaries, electric power companies and their affiliates for local connections to customers, and third-party suppliers for the use of hardware components such as routers and servers. In December 2003, in connection with an agreement with NTT Communications Corporation (“NTT Communications”), a subsidiary of NTT, all domestic operations of Crosswave were transferred to NTT Communications. As a result, almost all the contracts previously entered between the Company and Crosswave, including domestic backbone and Internet data center network services have been transferred to NTT Communications. The Company’s contracts for international backbone services have been cancelled and replaced by contracts with NTT Communications and other Japanese carriers, effective October 1, 2003. Currently, NTT Communications is a largest provider of network infrastructure. The Company believes that its use of multiple carriers, suppliers and alternative facilities significantly mitigate concentrations of credit risk. However, any disruption of telecommunication services or the inability of suppliers to deliver hardware components on a timely basis or to develop alternative sources of components could have an adverse effect on operating results.
 
    Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments, accounts receivable and guarantee deposits. The Company’s management believes that the risks associated with accounts receivable is mitigated by the large number of customers comprising its customer base.

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    Summary of Significant Accounting Policies
 
    Basis of Presentation— IIJ maintains its record in accordance with generally accepted accounting principles in Japan. Certain adjustment and reclassifications have been incorporated in the accompanying consolidated financial statements to conform to generally accepted accounting principles in the United States of America (“U.S. GAAP”). These adjustments were not recorded in the statutory accounts.
 
    Certain reclassifications have been made to the prior periods to conform to the current year presentation.
 
    Translation into U.S. Dollars— IIJ maintains its accounts in Japanese yen, the currency of the country in which it is incorporated and principally operates. The U.S. dollar amounts included herein represent a translation using the noon buying rate in New York City for cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York at March 31, 2004 of ¥104.18 = $1 solely for the convenience of the reader. The translation should not be construed as a representation that the yen amounts have been, could have been, or could in the future be converted into U.S. dollars.
 
    Consolidation— The consolidated financial statements include the accounts of IIJ and all of its subsidiaries, Net Care, Inc. (“Net Care”), IIJ Technology Inc. (“IIJ Technology”), IIJ Media Communications Inc. (“MC”) and IIJ America, Inc. (“IIJ America”) which have fiscal years ending March 31, except for IIJ America. IIJ America’s fiscal year end is December 31 and such date was used for purposes of preparing the consolidated financial statements as it is not practicable for the subsidiary to report its financial results as of March 31. There were no significant events that occurred during the intervening period that would require adjustment to or disclosure in the accompanying consolidated financial statements. Significant intercompany transactions and balances have been eliminated in consolidation. Investments in companies over which IIJ has significant influence but not control are accounted for by the equity method. For other than a temporary decline in the value of investments in equity method investees below the carrying amount, the investment is reduced to fair value and an impairment loss is recognized.
 
    Use of Estimates— The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions used are primarily in the areas of impairment loss on investment in and advances to equity method investees, valuation allowances for deferred tax assets, allowance for doubtful accounts, and estimated lives of fixed assets. Actual results could differ from those estimates.
 
    Revenue Recognition— Revenues from customer connectivity services consist principally of dedicated Internet access services and dial-up Internet access services. Dedicated Internet access services represent full-line IP services and standard-level IP services (T1 Standard and IIJ FiberAccess/F Service). Dial-up Internet access services are provided to both enterprises and individuals (IIJ4U). The term of these contracts is one year for dedicated Internet access services and generally one month for dial-up Internet access services. All these services are billed and recognized monthly on a straight-line basis.
 
    Value-added service revenues consist principally of sales of various Internet access-related services such as firewalls services. Value-added services also include monthly fees from data center services such as housing, monitoring and security services. Other revenues under connectivity and value-added services consist principally of call-center customer support. The terms of these services are generally for one year and revenues are recognized on a straight-line basis during the service period.

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Table of Contents

    Initial set up fees received in connection with connectivity services and value-added services are deferred and recognized over the contract period.
 
    Systems integration revenues consist principally of the development of Internet network systems or design and related maintenance, monitoring and other operating services. The period for the development of the systems or designs is less than one year and revenues are recognized when network systems and equipment are delivered and accepted by the customer under the completed contract method. The development of the Internet network systems or design include multiple element arrangements such as planning, systems design, and construction services, and equipment and software purchased from third parties. When the equipment or system is delivered prior to other elements of the arrangement, revenue is deferred until other service elements are completed and accepted by the customer. Maintenance, monitoring and operating service revenues are recognized ratably over the separate contract period, which is generally for one year.
 
    Equipment sales represent revenues earned in which the Company acts as principal in the transaction, takes title to the equipment and has risks and rewards of ownership while in inventory and are reported gross as the indicators outlined in the provisions of the Emerging Issues Task Force (“EITF”) Issue No. 99-19 “Reporting Revenue Gross as a Principal versus Net as an Agent” are met.
 
    Cash and Cash Equivalents— Cash and cash equivalents includes time deposit and readily marketable securities with original maturities of three months or less.
 
    Allowance for Doubtful Accounts— An allowance for doubtful accounts is established in amounts considered to be appropriate based primarily upon the Company’s past credit loss experience and an evaluation of potential losses in the receivables outstanding.
 
    Other Investments— In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” all marketable equity securities are classified as available-for-sale securities, which are accounted for at fair value with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income (loss). The cost of securities sold is determined based on average cost.
 
    The Company reviews the fair value of available-for-sale investments on a regular basis to determine if the fair value of any individual investment has declined below its cost and if such decline is other than temporary. If the decline in value is judged to be other than temporary, the cost basis of the investment is written down to fair value. Other than temporary declines in value are determined taking into consideration the extent of decline in fair value, the length of time that the decline in fair value below cost has existed and events that might accelerate the recognition of impairment. The resulting realized loss is included in the consolidated statements of operations in the period in which the decline was deemed to be other than temporary.
 
    Non-marketable equity and debt securities are carried at cost, however, if the value of a security has declined and is judged to be other than temporary, the security is written down to the estimated fair value.
 
    Inventories— Inventories consist mainly of network equipment purchased for resale and work-in-process for development of Internet network systems. Network equipment purchased for resale is stated at the lower of cost, which is determined by the average-cost method, or market. Work-in-process for development of network systems is stated at the lower of actual production costs, including overhead cost, or market. Inventories are reviewed periodically and items considered to be slow-moving or obsolete are written down to their estimated net realizable value.

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Table of Contents

    Property and Equipment— Property and equipment are recorded at cost. Depreciation and amortization of property and equipment, including purchased software and capitalized leases, are computed principally using the straight-line method based on either the estimated useful lives of assets or the lease period, whichever is shorter.
 
    The useful lives for depreciation and amortization by major asset classes are as follows:

         
    Range of
    Useful Lives
Data communications, office and other equipment
    2 to 15 years  
Leasehold improvements
    3 to 15 years  
Purchased software
    5 years  
Capitalized leases
    4 to 7 years  

    Impairment of Long-Lived Assets— Long-lived assets consist principally of property and equipment, including those items leased under capital leases. On April 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The adoption of SFAS No. 144 did not have a material effect on the Company’s consolidated financial position and results of operations. Prior to the adoption of SFAS No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121, “Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” The Company evaluates the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There was no impairment losses for long-lived assets for the three years in the period ended March 31, 2004.
 
    Goodwill and Intangible Assets— On April 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” Under the statement, goodwill (including equity-method goodwill) and intangible assets that are deemed to have indefinite useful lives are not amortized, but are subject to impairment testing. Impairment testing is required to be performed at adoption and annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company selected March 31 as its annual impairment testing date. Upon the adoption of the statement, the Company ceased the amortization of goodwill recorded in past business combinations and acquisitions. Additionally, the Company ceased the amortization of intangible assets that are deemed to have indefinite lives. As required by SFAS No. 142, the Company also reassessed the useful lives and the classification of its identifiable intangible assets and determined them to be appropriate.
 
    Income Taxes— The provision for income taxes is based on earnings before income taxes and includes the effects of temporary differences between assets and liabilities recognized for financial reporting purposes and income tax purposes and operating loss carryforwards. Valuation allowances are provided against assets that are not likely to be realized.
 
    Foreign Currency Transactions— Foreign currency assets and liabilities, which consist substantially of cash and accounts payable for connectivity leases to international carriers denominated in U.S. dollars, are stated at the amount as computed by using year-end exchange rates and the resulting transaction gain or loss is recognized in earnings.

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    Derivative Financial Instruments— On April 1, 2001, the Company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138 and No. 149 (collectively, “SFAS No. 133”) which requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. In accordance with SFAS No. 133, the Company designated interest swap contracts as a hedge of the variability of cash flows to be paid related to interest on floating rate borrowings (cash flow hedge) and an effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the underlying transaction affects earnings. An ineffective portion of the gain or loss is reported in earning immediately. The cumulative effect adjustment upon the adoption of SFAS No. 133 resulted in a decrease to other comprehensive income of ¥25,594 thousand. The Company enters into contracts to hedge interest rate risks and does not enter into contracts or utilize derivatives for trading purposes. For transactions occurring after June 30, 2003, the Company adopted SFAS No.149. The adoption of SFAS No.149 had no effect on the Company’s consolidated financial position or result of operation.
 
    Stock-Based Compensation— The Company accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. Accordingly, the companies recognize compensation expense in an amount equal to the excess of the quoted market price over the exercise price of the option at the grant date. For options with a vesting period, the compensation expense is charged to operations ratably over the vesting period. The Company has not recognized any stock-based compensation expense for the years ended March 31, 2002, 2003 and 2004.
 
    In accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure,” the following pro forma net loss and loss per share information for the years ended March 31, 2002, 2003 and 2004, including the effects of fair values associated with the warrants of IIJ Technology is presented as if the Company accounted for its stock options using the fair value method. Under the fair value method, the estimated fair value of the stock options is charged against income on a straight-line basis over the options’ vesting period:

                                 
                            Thousands of
    Thousands of Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Net loss:
                               
As reported
  ¥ (7,446,135 )   ¥ (16,476,822 )   ¥ (105,139 )   $ (1,009 )
Addition: Total stock-based employee compensation determined under fair value based method for all awards, net of tax
    1,757,087       267,387       32,020       308  
 
   
 
     
 
     
 
     
 
 
Pro forma
  ¥ (9,203,222 )   ¥ (16,744,209 )   ¥ (137,159 )   $ (1,317 )
 
   
 
     
 
     
 
     
 
 
                                 
    Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Basic and diluted net loss per common shares:
                               
As reported
  ¥ 331,234     ¥ 732,955     ¥ 3,316     $ 32  
Pro forma
    409,396       744,849       4,325       42  

    Advertising— Advertising costs are expensed as incurred.
 
    Basic and Diluted Net Loss per Share— Basic and diluted net loss per share are computed using the weighted-average number of shares of common stock outstanding during the year. All potential common shares, shares issuable upon exercise of stock options or conversion of convertible notes, have been excluded from the computation of diluted net loss per share for all periods presented because the effect would be antidilutive. Diluted net loss per share does not include the effects of the following potential common shares:

                         
    Year Ended March 31
    2002
  2003
  2004
Shares issuable under stock options
    685       675       615  
Shares issuable related to convertible notes on an “as-if-converted” basis
    625       625       595  

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    Other Comprehensive Income (Loss)— Other comprehensive income (loss) consists of translation adjustments resulting from the translation of financial statements of a foreign subsidiary, unrealized gains or losses on available-for-sale securities and gains or losses on cash flow hedging derivative instruments.
 
    New Accounting Standards— In November 2002, the EITF reached a consensus on Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” EITF Issue No. 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. The provisions of EITF Issue No. 00-21 apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF Issue No. 00-21 will not have a material effect on the Company’s consolidated financial position or results of operations.
 
    In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN46”), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, Consolidated Financial Statements,” and subsequently revised in December 2003 with the issuance of FIN 46 (revised 2003). The interpretation requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the equity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company is required to apply this interpretation for periods ending after April 1, 2004. The adoption of the revised FIN 46 will not have an effect on the Company’s consolidated financial position or results of operation.

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2.   OTHER INVESTMENTS
 
    Pursuant to SFAS No. 115, all of the Company’s marketable equity securities, principally marketable shares of common stock were classified as available-for-sale securities. Information regarding the securities classified as available-for-sale at March 31, 2003 and 2004 is as follows:

                                 
    Thousands of Yen
            Unrealized   Unrealized   Fair
March 31, 2003
  Cost
  Gains
  Losses
  Value
Available-for-sale—Equity securities
  ¥ 265,730     ¥ 954,679     ¥ 40,493     ¥ 1,179,916  
 
   
 
     
 
     
 
     
 
 
March 31, 2004

                               
Available-for-sale—Equity securities
  ¥ 351,120     ¥ 6,225,560     ¥ 3,695     ¥ 6,572,985  
 
   
 
     
 
     
 
     
 
 
                                 
    Thousands of U.S. Dollars
            Unrealized   Unrealized   Fair
March 31, 2004
  Cost
  Gains
  Losses
  Value
Available-for-sale—Equity securities
  $ 3,370     $ 59,758     $ 35     $ 63,093  
 
   
 
     
 
     
 
     
 
 

    In November 2003, the EITF partly reached a consensus on Issue No. 03-01, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” The consensus requires additional disclosures about unrealized losses on marketable debt and equity securities accounted for under SFAS No. 115 and No. 124, “Accounting for Certain Investments held by Not-for-Profit Organization” that are classified as either available-for-sale or held-to-maturity.
 
    The following table provides the fair value and gross unrealized losses of the Company’s investments, which have been deemed to be temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of March 31, 2004:

                                                 
    Thousands of Yen
    Less than        
    12 Months
  12 Months or More
  Total
    Fair   Unrealized   Fair   Unrealized   Fair   Unrealized
    Value
  Losses
  Value
  Losses
  Value
  Losses
Marketable equity securities
  Nil   Nil   ¥ 10,300     ¥ 3,695     ¥ 10,300     ¥ 3,695  
                                                 
    Thousands of U.S. Dollars
    Less than        
    12 Months
  12 Months or More
  Total
    Fair   Unrealized   Fair   Unrealized   Fair   Unrealized
    Value
  Losses
  Value
  Losses
  Value
  Losses
Marketable equity securities
  Nil   Nil   $ 99     $ 35     $ 99     $ 35  

    The Company regularly reviews all of the Company’s holdings to determine if any investment are other-than-temporarily impaired. The analysis includes reviewing industry analyst reports, sector credit ratings and volatility of the security’s market price.
 
    The Company’s unrealized losses on investments in marketable equity securities relates to common stock of a Japanese bank. The unrealized losses were primarily caused by the overall decline in the stock markets in Japan. The fair value of the investment is approximately 26.4% less than cost. Based on the Company’s ability and intent to hold the investment for a reasonable period of time sufficient for a recovery of fair value, and the considerable overall market recovery during the current year, the Company does not consider the investment to be other-than temporarily impaired at March 31,2004.
 
    Other investments include nonmarketable equity and debt securities amounting to ¥1,860,273 thousand and ¥1,358,908 thousand ($13,043 thousand) at March 31, 2003 and 2004, respectively.

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    Losses on write-down of investments in certain marketable and nonmarketable equity securities, included in other income (expense), were recognized to reflect the decline in value considered to be other than temporary, totaling ¥301,580 thousand and ¥131,372 thousand, respectively, for the year ended March 31, 2002, totaling ¥15,515 thousand and ¥175,442 thousand, respectively, for the year ended March 31, 2003. Such losses on write-down of investments in certain nonmarketable equity and debt securities, included in other income (expense) were ¥229,944 thousand ($2,207 thousand) for the year ended March 31, 2004.
 
    Loss on exchange of securities of ¥76,924 thousand ($652 thousand), included in other income (expense), for the year ended March 31, 2003, represented a non-monetary loss upon the exchange of marketable common shares in a merger transaction.
 
    Proceeds from the sale of available-for-sale securities were ¥122,650 thousand ($1,177 thousand) for the year ended March 31, 2004. Gross realized gain of ¥55,965 thousand ($537 thousand) and gross realized loss of ¥8,925 thousand ($86 thousand) were included in other income (expense) for the year ended March 31, 2004.
 
    In November 2003, IIJ sold all of its shares of DLJdirectSFG Securities Inc., which had been held as other investments. Proceeds and gross realized gain from this sales were ¥1,946,875 thousand and ¥1,571,875 thousand, respectively.
 
3.   ALLOWANCE FOR DOUBTFUL ACCOUNTS
 
    An analysis of allowance for doubtful accounts for the years ended March 31, 2002, 2003 and 2004 is as follows:

                                 
    Thousands of Yen
    Balance at           Provision for    
    Beginning of   Credits   Doubtful   Balance at
    Year
  Charged Off
  Accounts
  End of Year
Year ended March 31, 2002
  ¥ 139,221     ¥ (69,289 )   ¥ 78,482     ¥ 147,874  
 
   
 
     
 
     
 
     
 
 
Year ended March 31, 2003
  ¥ 147,874     ¥ (106,859 )   ¥ 84,339     ¥ 125,354  
 
   
 
     
 
     
 
     
 
 
Year ended March 31, 2004
  ¥ 125,354     ¥ (81,913 )   ¥ 449,164     ¥ 492,605  
 
   
 
     
 
     
 
     
 
 
                                 
    Thousands of U.S. Dollars
    Balance at           Provision for    
    Beginning of   Credits   Doubtful   Balance at
    Year
  Charged Off
  Accounts
  End of Year
Year ended March 31, 2004
  $ 1,203     $ (786 )   $ 4,311     $ 4,728  
 
   
 
     
 
     
 
     
 
 

    The provision for doubtful accounts for the year ended March 31, 2004 included accounts receivable from Crosswave of ¥395,780 thousand ($3,799 thousand) and certain other customers.
 
4.   INVESTMENTS IN AND ADVANCES TO EQUITY METHOD INVESTEES
 
    IIJ utilizes various business units in Japan and neighboring countries to form and operate its Internet business. Businesses operated by its equity method investees include dedicated high-speed data communication services, data center services (Crosswave) through December 15, 2003, connectivity services in Asian countries (Asia Internet Holding Co., Ltd., “AIH”), multifeed technology services and location facilities for connecting high-speed Internet backbones (Internet Multifeed Co., “Multifeed”), Web page design services (atom Co., Ltd.), data center services in Asian countries (AyalaPort Makati Inc., “AyalaPort,” and i-Heart Inc., “i-Heart”).

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    The Company had no guarantees or commitments to the equity method investees as of March 31, 2004.
 
    The aggregate amounts of balances and transactions of the Company with these equity method investees other than Crosswave as of March 31, 2003 and 2004 and for each of the three years in the period ended March 31, 2004 were summarized as follows:

                                 
                            Thousands of
    Thousands of Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Accounts receivable
          ¥ 219,019     ¥ 95,555     $ 917  
Accounts payable
            62,065       14,152       136  
Revenues
  ¥ 1,870,227       1,460,123       1,329,482       12,761  
Costs and expenses
    1,036,359       1,402,293       1,245,607       11,956  

    During each of the three years in the period ended March 31, 2004, the Company did not receive any dividends from its equity method investees.
 
    The Company’s investments in and advances to these equity method investees and respective ownership percentage at March 31, 2003 and 2004 consisted of the following:

                                         
                                    Thousands of
            Thousands of Yen
  U.S. Dollars
            2003
          2004
  2004
AIH
    26.69 %   ¥ 588,452       26.69 %   ¥ 362,134     $ 3,476  
Multifeed
    28.30       180,647       28.30       197,927       1,900  
atom
    40.00       158,712       40.00       148,409       1,424  
Other
            188,209               69,682       669  
 
           
 
             
 
     
 
 
Total
          ¥ 1,116,020             ¥ 778,152     $ 7,469  
 
           
 
             
 
     
 
 

    The advances to the equity method investees, included in the above, as of March 31, 2003 and 2004 were as follows:

                         
                    Thousands of
    Thousands of Yen
  U.S. Dollars
    2003
  2004
  2004
AIH Taiwan
  ¥ 75,689                  
i-Heart
    51,246     ¥ 51,246     $ 492  
AyalaPort
    38,392                  
 
   
 
     
 
     
 
 
Total
  ¥ 165,327     ¥ 51,246     $ 492  
 
   
 
     
 
     
 
 

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    Crosswave, was formed in October 1998 with ownership interests held by IIJ (40 percent), Toyota Motor Corporation (“Toyota”) (30 percent) and Sony Corporation (“Sony”) (30 percent). On August 9, 2000, Crosswave completed an initial public offering of 17,392,000 American Depository Shares (“ADSs”), representing 86,960 shares of common stock at an initial offering price of $14.00 per ADSs in the NASDAQ National Market in the United States of America. Concurrently, IIJ purchased 15,000 newly issued Crosswave common shares amounting to ¥4,565,400 thousand in the aggregate. On December 27, 2000, IIJ also purchased 3,000,000 ADSs, representing 15,000 shares of Crosswave from the market in the aggregate amount of ¥2,737,200 thousand. As a result of these transactions, the ownership of IIJ, Sony and Toyota at March 31, 2003 was 37.85 percent, 23.9 percent and 23.9 percent, respectively.
 
    On May 21, 2002, in connection with the Crosswave Financing Facilities Agreement (the “Agreement”), the Company entered into a Cash Deficiency Support Agreement (“CDS Agreement”) with Crosswave and four Japanese commercial banks. The Agreement consists of six-year-term loans up to ¥15,000,000 thousand (“Tranche A”) and a short-term line of credit up to ¥5,000,000 thousand (“Tranche B”). Tranche A could be drawn down by Crosswave as necessary over the first two-year period, if Crosswave met certain predetermined operating targets. In December 2002, Crosswave could not meet the predetermined targets and, consequently, Crosswave’s ability to access funds from Tranche A facility was suspended by the banks. In accordance with the provisions of the CDS Agreement, the Company deposited ¥5,000,000 thousand into a restricted account with a participating bank in May 2002. Under the terms of the CDS Agreement, the deposited cash was restricted over the period in which the Crosswave loans were outstanding and could only be used for debt service in the event Crosswave was otherwise unable to meet scheduled payments under the Agreement. Any such restricted cash used for debt service would result in a corresponding unsecured funding to Crosswave by the Company that would be subordinate to the Crosswave loans outstanding under the Agreement.
 
    In May and June 2003, the Company made unsecured loans of ¥1,719,981 thousand ($16,510 thousand) in total to Crosswave with interest at the short-term prime rate plus 0.3 percent (1.675 percent) p.a. in order for Crosswave to meet its scheduled debt service obligation. Original maturity of the loans was July 31, 2003, which was extended to September 30, 2003.
 
    On August 20, 2003, Crosswave filed a voluntary petition for the commencement of corporate reorganization proceedings in Japan. On August 28, 2003, Crosswave received an order from the Tokyo District Court for the commencement of corporate reorganization proceedings. Crosswave’s ADSs were removed from the NASDAQ National Market by NASDAQ effective August 29, 2003. As a result of the commencement of corporate reorganization proceedings, the Company became unable to exercise shareholder voting rights during the pendency of corporate reorganization and expects its equity interest to be eliminated by operation of law upon approval of a reorganization plan or liquidation of Crosswave. As such, the Company no longer has had the ability to exercise significant influence over operating and financial policies of Crosswave thereafter.
 
    As a result of the voluntary petition for the commencement of corporate reorganization proceedings by Crosswave, the ¥5,000,000 thousand deposited cash was used by the banks for debt service and Crosswave is deemed to have received a loan from the Company for the same amount. Any recovery from Crosswave on this loan, however, is required to be paid to the banks until such point as they have been paid in full. The Company is not liable under the terms of the CDS Agreement for any amounts in addition to this amount of ¥5 billion ($47,994 thousand).

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    The Company recorded an equity method loss of Crosswave of ¥5,514,383 thousand for the year ended March 31, 2003, based on unaudited net loss information publicly disclosed by Crosswave prior to the commencement of corporate reorganization proceedings by Crosswave and not reflecting any adjustments which may have been required in respect thereof. In addition, the Company assessed the impairment of its investment in and deposits for Crosswave considering an evaluation of the recoverability of the equity investee’s underlying net assets through sale or future operations upon emergence from bankruptcy and recognized an impairment loss on investment in and deposits for Crosswave of ¥7,153,087 thousand as of March 31, 2003. This impairment loss consisted of the carrying amount of the investment of ¥2,098,762 thousand, the realized gain of related foreign currency translation adjustments of ¥1,925 thousand, stock purchase rights of ¥56,250 thousand and deposits of ¥5,000,000 thousand under the CDS Agreement.
 
    The loans of ¥1,719,981 thousand ($16,510 thousand) made by the Company in May and June 2003 to Crosswave and accounts receivable from Crosswave of ¥395,780 thousand ($3,799 thousand) as of August 19, 2003 were written off in the year ended March 31, 2004.
 
    On December 15, 2003, all operations of Crosswave, excluding operations for international services, were transferred to NTT Communications. Almost all the contracts previously between Crosswave and the Company, including network operating leases represented approximately 70.9 percent and 46.7 percent of total domestic backbone costs for the years ended March 31, 2003 and 2004, respectively, have been transferred to NTT Communications (no penalties or additional costs have been or will be charged to the Company upon the transfer or in the remaining contract periods). The contracts for international backbone service with Crosswave which represent approximately 29.8 percent and 23.2 percent of total international backbone costs for the years ended March 31, 2003 and 2004, respectively, were canceled on September 30, 2003 without penalties, and corresponding international network contracts were entered into with NTT and KDDI, effective October 1, 2003.
 
    The amounts of balances and transactions of the Company with Crosswave as of March 31, 2003 and 2004 and for each of the three years in the period ended March 31, 2004 are summarized as follows:

                                 
                            Thousands of
    Thousands of Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Accounts receivable
          ¥ 493,694     ¥ 19,095     $ 183  
Accounts payable
            670,920                  
Guarantees
            3,200                  
Revenues
  ¥ 2,641,976       2,641,438       1,196,080       11,481  
Costs and expenses
    4,526,458       6,199,229       4,816,146       46,229  

    Revenues from Crosswave consist principally of dedicated Internet access services, monitoring services and sales of network systems. Revenues, and costs and expense for the year ended March 31, 2004 , shown in the table above, include those recognized after Crosswave’s filling voluntary petition of corporate reorganization , which amounted to ¥425,597 thousand and ¥1,820,518 thousand, respectively.
 
    IIJ’s sale of network systems to Crosswave amounted to ¥1,078,863 thousand, ¥1,160,638 thousand and ¥27,641 thousand ($265 thousand) for the years ended March 31, 2002, 2003 and 2004, respectively. Related cost of purchased equipment sold amounted to ¥949,537 thousand, ¥1,106,373 thousand and ¥26,665 thousand ($256 thousand), respectively.
 
    Cost and expenses incurred from transactions with Crosswave mainly consist of the cost of dedicated high-speed data communication services.

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    The major financial accounts of Crosswave as of March 31, 2003 and for the years ended March 31, 2002 and 2003 were as follows:

         
    Thousands of Yen

    2003
    (Unaudited)
Current assets
  ¥ 5,523,399  
Noncurrent assets
    66,765,619  
 
   
 
 
Total assets
  ¥ 72,289,018  
 
   
 
 
Current liabilities
  ¥ 22,447,349  
Noncurrent liabilities
    47,559,884  
 
   
 
 
Total liabilities
  ¥ 70,007,233  
 
   
 
 
                 
    Thousands of Yen
    2002
  2003
            (Unaudited)
Revenues
  ¥ 9,487,603     ¥ 18,449,852  
Costs and expenses
    22,352,415       31,083,502  
 
   
 
     
 
 
Operating loss
    (12,864,812 )     (12,633,650 )
Other income (expense)—net
    (536,337 )     (2,030,892 )
 
   
 
     
 
 
Loss before minority interests
    (13,401,149 )     (14,664,542 )
Minority interests in consolidated subsidiaries
    4,623       13,666  
 
   
 
     
 
 
Net loss
  ¥ (13,396,526 )   ¥ (14,650,876 )
 
   
 
     
 
 

5.   PROPERTY AND EQUIPMENT
 
    Property and equipment as of March 31, 2003 and 2004 consisted of the following:

                         
                    Thousands of
    Thousands of Yen
  U.S. Dollars
    2003
  2004
  2004
Data communications equipment
  ¥ 846,631     ¥ 945,006     $ 9,070  
Office and other equipment
    480,941       659,307       6,329  
Leasehold improvements
    409,398       838,592       8,049  
Purchased software
    4,552,181       4,890,797       46,946  
Capitalized leases, primarily data communications equipment
    10,810,872       10,420,774       100,027  
Construction in progress
    15,000                  
 
   
 
     
 
     
 
 
Total
    17,115,023       17,754,476       170,421  
Less accumulated depreciation and amortization
    (7,963,451 )     (9,152,571 )     (87,853 )
 
   
 
     
 
     
 
 
Property and equipment—net
  ¥ 9,151,572     ¥ 8,601,905     $ 82,568  
 
   
 
     
 
     
 
 

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6.   GOODWILL AND INTANGIBLE ASSETS
 
    The following table provides pro forma results for the year ended March 31, 2002, as if non-amortization provisions of SFAS No. 142 had been applied in 2002, compared with the years ended March 31, 2003 and 2004:

                                 
                            Thousands of
    Thousands of Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Reported net loss
  ¥ (7,446,135 )   ¥ (16,476,822 )   ¥ (105,139 )   $ (1,009 )
Add back:
                               
Goodwill amortization
    21,324                          
Equity method goodwill amortization
    356,734                          
Telephone rights amortization
    21,470                          
 
   
 
     
 
     
 
     
 
 
Adjusted net loss
  ¥ (7,046,607 )   ¥ (16,476,822 )   ¥ (105,139 )   $ (1,009 )
 
   
 
     
 
     
 
     
 
 

    Basic and diluted net loss per share for each of the three years in the period ended March 31, 2004 are as follows:

                                 
    Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Reported net loss per share
  ¥ (331,234 )   ¥ (732,955 )   ¥ (3,316 )   $ (32 )
Add back:
                               
Goodwill amortization
    949                          
Equity method goodwill amortization
    15,869                          
Telephone rights amortization
    955                          
 
   
 
     
 
     
 
     
 
 
Adjusted net loss per share
  ¥ (313,461 )   ¥ (732,955 )   ¥ (3,316 )   $ (32 )
 
   
 
     
 
     
 
     
 
 

    The components of intangible assets as of March 31, 2003 and 2004 are as follows:

                         
                    Thousands of
    Thousands of Yen
  U.S. Dollars
    2003
  2004
  2004
Non-amortized intangible assets:
                       
Telephone rights
  ¥ 162,323     ¥ 113,813     $ 1,093  
Goodwill
    27,528       27,528       264  
 
   
 
     
 
     
 
 
Total intangible assets
  ¥ 189,851     ¥ 141,341     $ 1,357  
 
   
 
     
 
     
 
 

    The company recorded a disposal loss of ¥48,201 thousand on telephone rights, which were not used by the Company upon cancellation of the contracts for the usage of telephone circuits for dial-up access services and the disposal loss was included in general and administrative expenses for the year ended March 31, 2004.
 
    No goodwill was acquired or impaired during the year ended March 31, 2004.

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7.   LEASES
 
    The Company enters into, in the normal course of business, various leases for domestic and international backbone services, office premises, network operation centers and data communications and other equipment. Certain leases that meet one or more of the criteria set forth in the provision of SFAS No. 13, “Accounting for leases” have been classified as capital leases and the others have been classified as operating leases.
 
    Operating Leases— The Company has operating lease agreements with telecommunications carriers and others for the use of connectivity lines, including local access lines that customers use to connect to IIJ’s network. The leases for domestic backbone connectivity are generally either non-cancelable for a minimum one-year lease period or cancelable during a lease period of three years, with a significant penalty for cancellation (35 percent). The leases for international backbone connectivity as of March 31, 2004 are entered into with carriers for lease periods ranging from one to two years and are substantially non-cancelable. The Company also leases its office premises, for which refundable lease deposits are capitalized as guarantee deposits, and certain office equipment under non-cancelable operating leases which expire on various dates through the year 2007 and also leases its network operation centers under non-cancelable operating leases.
 
    Refundable guarantee deposits as of March 31, 2003 and 2004 consist of as follows:

                         
                    Thousands of
    Thousands of Yen
  U.S. Dollars
    2003
  2004
  2004
Head office
  ¥ 1,705,036     ¥ 1,705,036     $ 16,366  
Sales and subsidiaries offices
    458,299       324,003       3,110  
Others
    42,317       46,084       443  
 
   
 
     
 
     
 
 
Total refundable guarantee deposits
  ¥ 2,205,652     ¥ 2,075,123     $ 19,919  
 
   
 
     
 
     
 
 

    Lease expenses related to backbone lines for the years ended March 31, 2002, 2003 and 2004 amounted to ¥5,656,116 thousand, ¥5,235,517 thousand and ¥4,719,638 thousand ($45,303 thousand), respectively. Lease expenses for local access lines for the years ended March 31, 2002, 2003 and 2004, which are only attributable to dedicated access revenues, amounted to ¥3,872,101 thousand, ¥3,861,955 thousand and ¥3,500,468 thousand ($33,600 thousand), respectively. Other lease expenses for the years ended March 31, 2002, 2003 and 2004 amounted to ¥2,764,026 thousand, ¥3,551,006 thousand and ¥3,786,739 thousand ($36,348 thousand), respectively.
 
    The Company has subleased a part of its office premises. Lease expenses mentioned above have been reduced by sublease revenues totaling ¥88,895 thousand ($853 thousand) for the year ended March 31, 2004.

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    Capital Leases— The Company conducts its connectivity and other services by using data communications and other equipment leased under capital lease arrangements. The fair values of the assets upon execution of the capital lease agreements and accumulated depreciation amounted to ¥10,810,872 thousand and ¥5,000,233 thousand at March 31, 2003 and ¥10,420,774 thousand ($100,027 thousand) and ¥5,422,186 thousand ($52,046 thousand) at March 31, 2004, respectively.
 
    As of March 31, 2004, future lease payments under non-cancelable operating leases, including the aforementioned non-cancelable connectivity lease agreements (but excluding dedicated access lines which the Company charges outright to customers), and capital leases were as follows:

                                                 
    Thousands of Yen
  Thousands of U.S. Dollars
    Connectivity                   Connectivity        
    Lines   Other           Lines   Other    
    Operating   Operating   Capital   Operating   Operating   Capital
    Leases
  Leases
  Leases
  Leases
  Leases
  Leases
Year ending March 31:
                                               
2005
  ¥ 190,176     ¥ 1,722,343     ¥ 2,524,685     $ 1,825     $ 16,532     $ 24,234  
2006
    45,088       1,582,036       1,704,832       433       15,186       16,364  
2007
            76,119       923,468               730       8,864  
2008
            18,196       254,148               175       2,440  
2009
            18,196       82,136               175       788  
2010 and thereafter
            103,110       18,745               990       180  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total minimum lease payments
  ¥ 235,264     ¥ 3,520,000       5,508,014     $ 2,258     $ 33,788       52,870  
 
   
 
     
 
             
 
     
 
         
Less amounts representing interest
                    239,962                       2,303  
 
                   
 
                     
 
 
Present value of net minimum capital lease payments
                    5,268,052                       50,567  
Less current portion
                    2,387,754                       22,920  
 
                   
 
                     
 
 
Noncurrent portion
                  ¥ 2,880,298                     $ 27,647  
 
                   
 
                     
 
 

    Minimum payments have not been reduced by minimum sublease revenues, due in the future under noncancelable subleases, of ¥412,430 thousand ($3,959 thousand) and ¥393,583 thousand ($3,778 thousand) for the years ended March 31, 2005 and 2006, respectively.
 
8.   BORROWINGS AND CONVERTIBLE NOTES
 
    Short-term borrowings at March 31, 2003 and 2004 consist of bank overdrafts. Short-term borrowings bear fixed-rate interest and their weighted average rates at March 31, 2003 and 2004 were 1.375 percent and 1.464 percent, respectively.

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    Long-term borrowings as of March 31, 2003 and 2004 consisted of the following:

                         
                    Thousands of
    Thousands of Yen
  U.S. Dollars
    2003
  2004
  2004
Unsecured long-term loans payable to banks, maturing at various dates through 2007 (see Note 14). Weighted average interest rates were 1.767 percent and 1.686 percent at March 31, 2003 and 2004, respectively.
  ¥ 1,400,000     ¥ 1,000,000     $ 9,599  
Unsecured long-term loans payable to banks, maturing at various dates through 2007 (see Note 14). Interest is payable at a variable rate based on TIBOR which was 0.08 percent and 0.09 percent as of March 31, 2003 and 2004, respectively. Weighted average interest rates were 0.916 percent and 0.987 percent at March 31, 2003 and 2004, respectively.
    3,000,000       2,400,000       23,037  
Long-term installments loan payable at various dates through 2007. Weighted average interest rates were 2.55 percent and 2.55 percent at March 31, 2003 and 2004, respectively.
    1,000,000       456,265       4,379  
 
   
 
     
 
     
 
 
Total
    5,400,000       3,856,265       37,015  
Less current portion
    (1,943,735 )     (1,548,246 )     (14,861 )
 
   
 
     
 
     
 
 
Long-term borrowings, less current portion
  ¥ 3,456,265     ¥ 2,308,019     $ 22,154  
 
   
 
     
 
     
 
 

    The Company entered into interest rate swap contracts to manage its interest rate exposure resulting in a fixed interest rate for a portion of its long-term debt. The effective weighted average interest rates for ¥3,000,000 thousand and ¥2,400,000 thousand ($23,037 thousand) of the long-term loan outstanding at March 31, 2003 and 2004 after giving effect to such swap agreements were 1.787 percent and 1.748 percent per annum, respectively (see Note 14).
 
    On March 14, 2003, the Company entered into a long-term installment loan agreement with a leasing company to finance the payment for rental deposits given to other lessor for its new head office. The principal of the loan is ¥456,265 thousand ($4,379 thousand) and the loan is secured by a first priority pledge against a claim for the guarantee deposits of ¥1,705,036 thousand ($16,366 thousand) at March 31, 2004.
 
    Substantially all short-term and long-term bank borrowings are made under agreements which, as is customary in Japan, provide that under certain conditions the bank may require the borrower to provide collateral or guarantees with respect to the borrowings and that the bank may treat any collateral, whether furnished as security for short-term or long-term loans or otherwise, as collateral for all indebtedness to such bank. Also, provisions of certain loan agreements grant certain rights of possession to the lenders in the event of default. The Company provided banks with collateral for outstanding loans by means of establishing a second priority pledge against the refundable guarantee of ¥1,705,036 thousand ($16,366 thousand) at March 31, 2004.

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    Annual maturities of long-term borrowings outstanding as of March 31, 2004 are as follows:

                 
Year Ending           Thousands of
March 31
  Thousands of Yen
  U.S. Dollars
2005
  ¥ 1,548,246     $ 14,861  
2006
    1,152,056       11,058  
2007
    1,155,963       11,096  
 
   
 
     
 
 
Total
  ¥ 3,856,265     $ 37,015  
 
   
 
     
 
 

    The Company entered into bank overdraft agreements with certain Japanese banks for which the unused balance outstanding as of March 31, 2004 was ¥800,906 thousand ($7,688 thousand).
 
    The 1.750 percent unsecured yen convertible notes due March 2005 in the aggregate principal amount of ¥15,000,000 thousand ($127,043 thousand) were issued on April 11, 2000. The notes are convertible at the option of the holders currently at ¥19,875 thousand ($168 thousand) per share at any time on or before March 15, 2005. The notes are currently redeemable at the Company’s option at any time before March 15, 2005, in whole or in part, at par with unpaid and accrued interest; provided that the closing trading price for the Company’s shares for a certain period prior to giving notice of redemption is of at least 140 percent of the conversion price.
 
    In October and November 2003, IIJ repurchased a portion of its 1.750 percent unsecured yen convertible notes, with an aggregate face value of ¥3,168,000 thousand ($30,409 thousand), for ¥3,047,460 thousand ($29,252 thousand) in the open market, resulting in realized gain of ¥120,540 thousand ($1,157 thousand). A portion of deferred issuance cost, amounting to ¥31,565 thousand ($303 thousand), corresponding to the repurchased convertible notes was charged to income and was offset against the gain. The net realized gain on retirement of these convertible notes was presented as other income.
 
9.   INCOME TAXES
 
    Income taxes imposed by the national, prefectural and municipal governments of Japan resulted in a normal statutory rate of approximately 42 percent for the years ended March 31, 2002, 2003 and 2004, respectively. Total income tax recognized for the years ended March 31, 2002, 2003 and 2004 are applicable to the following:

                                 
                            Thousands of
    Thousands of Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Income tax expense (benefit):
                               
Current
  ¥ 17,794     ¥ 25,581     ¥ 30,560     $ 293  
Deferred (benefit)
    1,081,241       885,784       (2,163,571 )     (20,767 )
Other comprehensive income
    (1,266,877 )     (888,213 )     2,165,547       20,786  
 
   
 
     
 
     
 
     
 
 
Total income tax expense (benefit)
  ¥ (167,842 )   ¥ 23,152     ¥ 32,536     $ 312  
 
   
 
     
 
     
 
     
 
 

    Amendments to Japanese tax regulations were enacted into law on March 31, 2003. As a result, normal Japanese statutory rates will be reduced by 1.0 percent to 41.0 percent, effective from the fiscal year beginning April 1, 2004.

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    Loss from operations before income tax expense (benefit) consists of the following components:

                                 
                            Thousands of
    Thousands of Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Domestic
  ¥ (735,359 )   ¥ (2,824,286 )   ¥ (535,648 )   $ (5,142 )
Foreign
    (154,126 )     (116,036 )     67,984       653  
 
   
 
     
 
     
 
     
 
 
Total
  ¥ (889,485 )   ¥ (2,940,322 )   ¥ (467,664 )   $ (4,489 )
 
   
 
     
 
     
 
     
 
 

    Net deferred income tax assets and liabilities at March 31, 2003 are reflected on the accompanying consolidated balance sheets under captions of other current assets in the amount of ¥2,429 thousand ($21 thousand).
 
    The approximate effect of temporary differences and carryforwards giving rise to deferred tax balances at March 31, 2003 and 2004 was as follows:

                                                 
                                    Thousands of
    Thousands of Yen
  U.S. Dollars
    2003
  2004
  2004
    Deferred   Deferred   Deferred   Deferred   Deferred   Deferred
    Tax   Tax   Tax   Tax   Tax   Tax
    Assets
  Liabilities
  Assets
  Liabilities
  Assets
  Liabilities
Unrealized gains on available-for-sale securities
          ¥ 372,988             ¥ 2,553,894             $ 24,514  
Valuation of limited partnership investments for tax purpose
            34,667               39,374               378  
Capitalized leases
  ¥ 69,197             ¥ 46,666             $ 448          
Accrued expenses
    152,253               206,437               1,982          
Retirement and pension cost
    32,886               26,093               250          
Convertible notes issue cost
            81,304               32,223               309  
Stock issue cost
    635               31,095               299          
Allowance for doubtful accounts
    21,617               1,476,628               14,174          
Depreciation
    46,808               32,147               309          
Impairment loss on investment in and deposits for Crosswave
    3,748,580                                          
Operating loss carryforward
    8,800,850               11,331,442               108,768          
Other
    136,701       13,629       119,433       4,523       1,145       44  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total
    13,009,527       502,588       13,269,941       2,630,014       127,375       25,245  
Valuation allowance
    (12,504,510 )             (10,639,927 )             (102,130 )        
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total
  ¥ 505,017     ¥ 502,588     ¥ 2,630,014     ¥ 2,630,014     $ 25,245     $ 25,245  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

    As of March 31, 2003 and 2004, the valuation allowance for deferred tax assets has been provided at amounts which are not considered more likely than not to be realized. The net changes in the valuation allowance for deferred tax assets were a decrease of ¥1,558,780 thousand, and an increase of ¥10,252,616 thousand and a decrease of ¥1,864,583 thousand ($17,898 thousand) for the years ended March 31, 2002, 2003 and 2004, respectively.

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    As of March 31, 2004, IIJ, certain domestic subsidiaries and IIJ America, a U.S. subsidiary, had tax operating loss carryforwards of ¥25,593,681 thousand ($245,668 thousand), ¥1,101,011 thousand ($10,568 thousand) and $8,465 thousand, respectively. These loss carryforwards are available to offset future taxable income, and will expire in the period ending March 31, 2009 in Japan and December 31, 2022 in the United States of America as follows:

                 
Year Ending           Thousands of
March 31
  Thousands of Yen
  U.S. Dollars
2005
  ¥ 2,909,955     $ 27,932  
2006
    1,233,844       11,843  
2007
    962,372       9,238  
2008
    13,790,992       132,377  
2009 and thereafter
    8,679,362       83,311  
 
   
 
     
 
 
Total
  ¥ 27,576,525     $ 264,701  
 
   
 
     
 
 

    Due to the change in Japanese income tax laws and regulations effective for tax years beginning on or after April 1, 2004, the expiration period for tax loss carryforwards in Japan was extended from five to seven years for losses incurred for years beginning on or after April 1, 2001, resulting in the tax loss carryforward expiring in 2011.
 
    A reconciliation between the amount of reported income taxes and the amount of income taxes computed using the normal statutory rate for each of the three years in the period ended March 31, 2004 is as follows:

                                 
                            Thousands of
    Thousands of Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Amount computed by using normal Japanese statutory tax rate
  ¥ (373,584 )   ¥ (1,234,935 )   ¥ (196,419 )   $ (1,885 )
Increase (decrease) in taxes resulting from:
                               
Expenses not deductible for tax purpose
    (23,214 )     37,324       11,080       106  
Inhabitant tax-per capital
    17,795       25,581       30,560       293  
Increase (decrease) in valuation allowance
    1,557,870       10,304,655       (1,711,538 )     (16,429 )
Realization of tax benefit of operating loss carryforwards of subsidiaries
    (18,275 )     (28,091 )     (51,994 )     (499 )
Tax benefit on losses of equity method investee
                    (80,355 )     (771 )
Expiration of operating loss carryforwards
                    611,498       5,870  
Effect of change in tax rate
            327,811       (42,034 )     (403 )
Tax benefit on losses of Crosswave
            (8,550,718 )     (722,098 )     (6,931 )
Other—net
    (61,557 )     29,738       18,289       175  
 
   
 
     
 
     
 
     
 
 
Income tax expense (benefit) as reported
  ¥ 1,099,035     ¥ 911,365     ¥ (2,133,011 )   $ (20,474 )
 
   
 
     
 
     
 
     
 
 

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10.   RETIREMENT AND PENSION PLANS
 
    IIJ and certain subsidiaries have unfunded retirement benefits and noncontributory defined benefit pension plans which together cover substantially all of their employees who are not directors and also participate in a contributory multi-employer pension plan, the Japan Computer Information Service Employee’s Pension Fund (the “Multi-Employer Plan”), covering substantially all of their employees.
 
    Approximately 70 percent of the employees’ benefits from IIJ’s severance indemnity plan was transferred in May 1997 to its newly established noncontributory defined benefits pension plan. The following information regarding net periodic pension cost and accrued pension cost also includes the 30 percent of severance benefits not transferred to the noncontributory plan. Under the severance and pension plans, all of IIJ’s employees are entitled, upon voluntary retirement with 15 years or more service, or upon mandatory retirement at age 60, to a 10-year period of annuity payments (or lump-sum severance indemnities) based on the rate of pay at the time of retirement, length of service and certain other factors. IIJ’s employees who do not meet these conditions are entitled to lump-sum severance indemnities.
 
    As stipulated by the Japanese Welfare Pension Insurance Law, the Multi-Employer Plan is composed of a substitutional portion of Japanese Pension Insurance and a multi-employers’ portion of a contributory defined benefit pension plan. The benefits for the substitutional portion are based on a standard remuneration schedule under the Welfare Pension Insurance Law and the length of participation. The multi-employers’ portion of the benefits is based on the employees’ length of service. However, assets contributed by an employer are not segregated in a separate account or restricted to provide benefits only to employees of that employer, including IIJ. The net pension cost under the Multi-Employer Plan is recognized when contributions become due.
 
    The Company adopted revised SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits.” The revised standard requires new disclosures in addition to those required by the original standard about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans.

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    Net periodic pension cost for the years ended March 31, 2002, 2003 and 2004 included the following components:

                                 
                            Thousands of
    Thousands of Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Service cost
  ¥ 115,258     ¥ 142,432     ¥ 150,149     $ 1,441  
Interest cost
    6,930       9,433       8,809       85  
Expected return on plan assets
    (6,733 )     (8,499 )     (11,722 )     (113 )
Amortization of transition obligation
    402       402       402       4  
Recognized net actuarial loss
            509       575       6  
 
   
 
     
 
     
 
     
 
 
Net periodic pension cost
  ¥ 115,857     ¥ 144,277     ¥ 148,213     $ 1,423  
 
   
 
     
 
     
 
     
 
 

    The funded status as of March 31, 2003 and 2004 is as follows:

                         
                    Thousands of
    Thousands of Yen
  U.S. Dollars
    2003
  2004
  2004
Change in benefit obligation:
                       
Benefit obligation at beginning of year
  ¥ 471,656     ¥ 587,217     $ 5,637  
Service cost
    142,432       150,149       1,441  
Interest cost
    9,433       8,809       85  
Actuarial (gain) loss
    (23,635 )     207,133       1,988  
Benefit paid
    (12,669 )     (19,339 )     (186 )
 
   
 
     
 
     
 
 
Benefit obligation at end of year
  ¥ 587,217     ¥ 933,969     $ 8,965  
 
   
 
     
 
     
 
 
Change in plan assets:
                       
Fair value of plan assets at beginning of year
  ¥ 339,951     ¥ 468,896     $ 4,501  
Actual return on plan assets
    (22,903 )     41,713       400  
Employer contribution
    160,086       158,446       1,521  
Benefits paid
    (8,238 )     (12,612 )     (121 )
 
   
 
     
 
     
 
 
Fair value of plan assets at end of year
  ¥ 468,896     ¥ 656,443     $ 6,301  
 
   
 
     
 
     
 
 
Funded status
  ¥ (118,321 )   ¥ (277,526 )   $ (2,664 )
Unrecognized actuarial loss
    32,498       209,065       2,007  
Unrecognized transition obligation
    5,222       4,820       46  
 
   
 
     
 
     
 
 
Net amount recognized
  ¥ (80,601 )   ¥ (63,641 )   $ (611 )
 
   
 
     
 
     
 
 
Accumulated benefit obligation
  ¥ 420,031     ¥ 529,360     $ 5,081  
 
   
 
     
 
     
 
 

    Amounts recognized in the consolidated balance sheets consist of accrued retirement and pension costs of ¥80,601 thousand as of March 31, 2003, and prepaid pension costs of ¥9,046 thousand ($87 thousand) and accrued retirement and pension costs of ¥72,687 thousand ($698 thousand) as of March 31, 2004.

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    The Company uses a March 31 measurement date for all its plans.
 
    Actuarial assumptions as of March 31:

                                 
    Benefit   Net Periodic
    Obligations
  Costs
    2003
  2004
  2003
  2004
Discount rate
    1.5 %     1.6 %     2.0 %     1.5 %
Expected long-term rate of return on plan assets
                    2.5       2.5  
Rate of compensation in increase
    2.0       3.25       3.0       2.0  

    The Company sets the discount rate assumption annually at March 31 to reflect the market yield of Japanese Government Bonds matched against the average remaining service period of employees.
 
    The basis for determining the long-term rate of returns is a combination of historical returns and prospective return assumptions derived from pension trust funds’ managing company.
 
    IIJ’s funding policies with respect to the noncontributory plan are generally to contribute amounts considered tax deductible under applicable income tax regulations. Plan assets, including pension trust funds managed by a life insurance company, consist of Japanese Government Bonds, other debt securities and marketable equity securities. Plan assets managed by the insurance company are included in pooled investment portfolios.
 
    The Company’s investment strategy for the plan assets is to manage the assets in order to pay retirement benefits to plan participants while minimizing cash contributions from the Company over the life of the plans. This is accomplished by preserving capital through diversification in equity and debt securities based on portfolio determined by the insurance company forecasting macroeconomics in order to maximize long-term rate of return, while considering the liquidity need of the plans.
 
    The Company’s pension plan asset allocations as of March 31, 2003 and 2004 by asset category are as follows:

                 
    2003
  2004
Asset category:
               
Equity securities
    18.7 %     23.6 %
Debt securities
    19.9       18.6  
Life insurance pooled investment portfolios
    58.3       53.0  
Other
    3.1       4.8  
 
   
 
     
 
 
Total
    100.0 %     100.0 %
 
   
 
     
 
 

    The unrecognized net loss and the unrecognized net obligation at the date of initial application are being amortized over 14 years and 21 years, respectively.
 
    Contributions due and paid during the years ended March 31, 2002, 2003 and 2004 under the Multi-Employer Plan, including its substitutional portion, amounted to ¥234,148 thousand, ¥309,787 thousand and ¥344,900 thousand ($3,311 thousand), respectively.
 
    IIJ expects to contribute ¥155,786 thousand ($1,495 thousand) to its pension plan in the year ending March 31, 2005.

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    Under the Japanese Commercial Code (the “Code”), the amount of retirement benefits for retiring directors and statutory auditors are required to be approved by the shareholders. The benefit of ¥4,630 thousand to a retiring director was approved by the shareholders at a general meeting of shareholders on June 26, 2002, and accrued and paid. There were no benefits determined or paid to retired directors or corporate auditors for each of three years other than above benefit.
 
11.   SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)
 
    IIJ is subject to the Code to which certain amendments became effective on October 1, 2001.
 
    Prior to October 1, 2001, the Code required at least 50 percent of the issue price of new shares, with a minimum of the par value thereof, to be designated as the common stock account as determined by resolution of the Board of Directors. Proceeds in excess of amounts designated as the common stock account were credited to capital surplus. Effective October 1, 2001, the Code was revised and common stock par values were eliminated, resulting in all shares being recorded with no par value.
 
    Prior to October 1, 2001, the Code imposed certain restrictions on the repurchase and use of treasury stock. Effective October 1, 2001, the Code eliminated these restrictions beginning April 1, 2002, there by allowing IIJ to repurchase treasury stock by a resolution of the shareholders at the general shareholders meeting and dispose of such treasury stock by resolution of the Board of Directors. The repurchased amount of treasury stock, cannot exceed the amount available for future dividend plus amount of common stock, additional paid-in capital or legal reserve to be reduced in the case where such reduction was resolved at the general shareholders meeting.
 
    The Code permits, upon approval of the Board of Directors, transfers of an amount from capital surplus to the common stock account.
 
    The Code also permits IIJ, upon approval by the Board of Directors, to issue shares to existing shareholders without consideration to offset a stock split. Such issuance of shares generally does not give rise to changes within the shareholders’ accounts. Prior to October 1, 2001, the amount calculated by dividing the total amount of shareholders’ equity by the number of outstanding shares after the stock split could not be less than ¥50,000. The revised Code eliminated this restriction.

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    Prior to October 1, 2001, the Code provided that an amount at least equal to 10 percent of the aggregate amount of cash and certain other cash payments which are made as an appropriation of retained earnings applicable to each fiscal period shall be appropriated and set aside as a legal reserve until such reserve equals 25 percent of the common stock account. Effective October 1, 2001, the revised Code allows for such appropriations to be set aside total capital surplus and legal reserve equals 25 percent of the common stock account. The amount of total capital surplus and legal reserve which exceeds 25 percent of the common stock account can be transferred to retained earnings by resolution of the shareholders, which may be available for dividends. In addition, the Code permits to transfer a portion of legal reserve to the common stock account by resolution of the Board of Directors.
 
    On June 27, 2003, IIJ issued 3,265 new shares of common stock at ¥418,200 per share for ¥1,365,423 thousand ($13,106 thousand) by a private placement to third parties in Japan. The proceeds from the private placement were used as working capital of the Company.
 
    On September 17, 2003, mainly in order to provide for the redemption of the convertible notes due March 2005, IIJ issued 12,615 new shares of common stock at ¥951,300 per share for ¥12,000,650 thousand ($115,191 thousand) by a private placement in Japan to NTT for ¥9,603,374 thousand ($92,181 thousand), NTT Communications for ¥749,624 thousand ($7,195 thousand), a wholly owned subsidiary of NTT, ITOCHU Corporation and Sumitomo Corporation for each ¥499,432 thousand ($4,794 thousand) and three other companies for ¥648,787 thousand ($6,228 thousand). As a result of the transaction, the total number of IIJ’s outstanding common shares increased to 38,360 shares, and NTT and its subsidiary own 31.6 percent of IIJ’s outstanding common shares. Concurrently, IIJ entered into a Subscription Agreement with NTT under which IIJ allows NTT to nominate up to three persons as directors or statutory auditors, subject to approval by IIJ’s shareholders. The agreement also provides NTT with preemptive rights to subscribe to any additional future issuances by IIJ in order to maintain its shareholding. In addition, IIJ and NTT agreed to undertake efforts to jointly engage in the development of broadband and information technology and other related business, to expand the business relationship between the two parties in connection with new business opportunities of IIJ and discuss secondment of employees to each other.
 
    Upon completion of this transaction, NTT and its subsidiaries are significant related parties of the Company. The Company entered into a number of different types of transactions with NTT and its subsidiaries including purchases of wireline telecommunication services for Company’s offices. For the Company’s connectivity and value added services, the Company purchases international and domestic backbone services, local access lines and rental rack space in data centers from NTT and its subsidiaries. The Company sold to NTT and its subsidiaries its services including OEM services, system integration services and monitoring services for their data centers.
 
    The amounts of balances and major transactions of the Company with NTT and subsidiaries as of March 31, 2003 and 2004 and for the each of the three years in the period ended March 31, 2004, are summarized as follows.

                                 
                            Thousands of
    Thousands of Yen
  U.S. Dollars
    2002
  2003
  2004
  2004
Accounts receivable
          ¥ 68,618     ¥ 409,459     $ 3,930  
Accounts payable
            202,336       721,930       6,930  
Revenues
  ¥ 250,735       335,620       954,341       9,161  
Costs and expenses
    3,498,683       2,992,477       4,531,189       43,494  

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    Stock Option Plans— In May 2000, IIJ granted 295 options to 34 directors and employees. The options vested 100 percent on April 8, 2002 and are exercisable for eight years from that date. In August 2001, IIJ granted 395 options to 44 directors and employees. The options vested 100 percent on June 28, 2003 and are exercisable for eight years from that date. No options were available for additional grant as of March 31, 2004. No compensation expense has been recognized in the consolidated statements of operations pursuant to APB No. 25, because the exercise price was greater than the market price on the dates of grant. In March 2000, IIJ Technology issued bonds with 2,000 detachable warrants in the amount of ¥600,000 thousand. The bonds were repurchased in April 2000 and warrants to purchase the subsidiary’s 775 common shares at an exercise price of ¥300,000 per share based on fair market value were immediately purchased by certain officers and employees of the Company and the subsidiary. One thousand warrants were purchased and maintained by the Company. Warrants are exercisable upon issuance. All of the warrants of IIJ Technology remain outstanding as of March 31, 2004.
 
    The following table summarizes the transactions of IIJ’s stock option plans for the three years in the period ended March 31, 2004:

                 
            Thousands of Yen
            Weighted Average
            Exercise Price per
    Number of Shares
  Common Shares
Unexercised options outstanding—April 1, 2001
    290     ¥ 13,056  
Options granted
    395       2,018  
Options exercised
               
Options forfeited
               
 
   
 
     
 
 
Unexercised options outstanding—March 31, 2002
    685     ¥ 6,691  
Options granted
               
Options exercised
               
Options forfeited
    10       7,537  
 
   
 
     
 
 
Unexercised options outstanding—March 31, 2003
    675     ¥ 6,678  
Options granted
               
Options exercised
               
Options forfeited
    60       9,364  
 
   
 
     
 
 
Unexercised options outstanding—March 31, 2004
    615     ¥ 5,315  
 
   
 
     
 
 

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    Summarized information about stock options outstanding as of March 31, 2004 is as follows:

                         
    Outstanding
  Exercisable
Exercise Price   Number of   Remaining Life   Number of
(Thousands of Yen)
  Options
  (in Years)
  Options
¥10,817
    245       6       245  
1,672
    370       7.3       370  

    The fair value of IIJ’s options reported below has been estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions:

                 
    2001
  2002
Stock options:
               
Expected life from vesting date (in years)
    4.0       4.0  
Risk-free interest rates
    1.39 %     0.72 %
Volatility
    148 %     51 %
Dividend yield
               

    The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The Company’s options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. Based upon the above assumptions, the fair value of IIJ’s stock options granted during the years ended March 31, 2001 and 2002 were ¥11,875 thousand per common share and ¥621 thousand per common share, as compared to corresponding original exercise price of ¥13,056 thousand and ¥2,018 thousand, respectively.
 
12.   OTHER COMPREHENSIVE INCOME
 
    The change in each component of other comprehensive income (loss) for the years ended March 31, 2002, 2003 and 2004 is as follows:

                         
    Thousands of Yen
    Before Tax   Tax (Expense)   Net of Tax
    Amount
  or Benefit
  Amount
Year ended March 31, 2002:
                       
Foreign currency translation adjustments
  ¥ 26,933             ¥ 26,933  
 
   
 
             
 
 
Unrealized holding gain (loss) on securities:
                       
Amount arising during the period
    (3,318,017 )   ¥ 1,393,538       (1,924,479 )
Less: Reclassification adjustments for losses included in net loss
    301,580       (126,661 )     174,919  
 
   
 
     
 
     
 
 
Net unrealized holding gain (loss) during the period
    (3,016,437 )     1,266,877       (1,749,560 )
 
   
 
     
 
     
 
 
Loss on cash flow hedging derivative instruments:
                       
Effect of adopting SFAS No. 133
    (25,594 )             (25,594 )
Amount arising during the period
    (22,385 )             (22,385 )
Less: Reclassification adjustments for losses included in net loss
    14,272               14,272  
 
   
 
             
 
 
Net loss on cash flow hedging derivative instruments
    (33,707 )             (33,707 )
 
   
 
     
 
     
 
 
Other comprehensive income (loss)
  ¥ (3,023,211 )   ¥ 1,266,877     ¥ (1,756,334 )
 
   
 
     
 
     
 
 
Year ended March 31, 2003:
                       
Foreign currency translation adjustments
  ¥ (22,423 )           ¥ (22,423 )
 
   
 
             
 
 
Unrealized holding gain (loss) on securities:
                       
Amount arising during the period
    (2,207,010 )   ¥ 927,041       (1,279,969 )
Less: Reclassification adjustments for losses included in net loss
    92,439       (38,828 )     53,611  
 
   
 
     
 
     
 
 
Net unrealized holding gain (loss) during the period
    (2,114,571 )     888,213       (1,226,358 )
 
   
 
     
 
     
 
 
Loss on cash flow hedging derivative instruments:
                       
Amount arising during the period
    (30,452 )             (30,452 )
Less: Reclassification adjustments for losses included in net loss
    26,438               26,438  
 
   
 
             
 
 
Net loss on cash flow hedging derivative instruments
    (4,014 )             (4,014 )
 
   
 
     
 
     
 
 
Other comprehensive income (loss)
  ¥ (2,141,008 )   ¥ 888,213     ¥ (1,252,795 )
 
   
 
     
 
     
 
 

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Table of Contents

                         
    Thousands of Yen
    Before Tax   Tax (Expense)   Net of Tax
    Amount
  or Benefit
  Amount
Year ended March 31, 2004:
                       
Foreign currency translation adjustments
  ¥ (45,582 )           ¥ (45,582 )
Unrealized holding gain (loss) on securities:
                       
Amount arising during the period
    5,354,719     ¥ (2,184,739 )     3,169,980  
Less: Reclassification adjustments for gains included in net loss
    (47,040 )     19,192       (27,848 )
 
   
 
     
 
     
 
 
Net unrealized holding gain (loss) during the period
    5,307,679       (2,165,547 )     3,142,132  
 
   
 
     
 
     
 
 
Gain on cash flow hedging derivative instruments:
                       
Amount arising during the period
    (7,561 )             (7,561 )
Less: Reclassification adjustments for losses included in net loss
    26,303               26,303  
 
   
 
             
 
 
Net gain on cash flow hedging derivative instruments
    18,742               18,742  
 
   
 
     
 
     
 
 
Other comprehensive income (loss)
  ¥ 5,280,839     ¥ (2,165,547 )   ¥ 3,115,292  
 
   
 
     
 
     
 
 
                         
    Thousands of U.S. Dollars
    Before Tax   Tax (Expense)   Net of Tax
    Amount
  or Benefit
  Amount
Year ended March 31, 2004:
                       
Foreign currency translation adjustments
  $ (438 )         $ (438 )
Unrealized holding gain (loss) on securities:
                       
Amount arising during the period
    51,398     $ (20,970 )     30,428  
Less: Reclassification adjustments for gains included in net loss
    (451 )     184       (267 )
 
   
 
     
 
     
 
 
Net unrealized holding gain (loss) during the period
    50,947       (20,786 )     30,161  
 
   
 
     
 
     
 
 
Gain on cash flow hedging derivative instruments:
                       
Amount arising during the period
    (72 )             (72 )
Less: Reclassification adjustments for losses included in net loss
    252               252  
 
   
 
             
 
 
Net gain on cash flow hedging derivative instruments
    180               180  
 
   
 
     
 
     
 
 
Other comprehensive income (loss)
  $ 50,689     $ (20,786 )   $ 29,903  
 
   
 
     
 
     
 
 

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    The components of accumulated other comprehensive income (loss) at March 31, 2003 and 2004 are as follows:

                         
                    Thousands of
    Thousands of Yen
  U.S. Dollars
    2003
  2004
  2004
Foreign currency translation adjustments
  ¥ 38,145     ¥ (7,437 )   $ (71 )
Net unrealized holding gain on securities—net of tax
    529,842       3,671,974       35,246  
Loss on cash flow hedging derivative instruments
    (37,721 )     (18,979 )     (182 )
 
   
 
     
 
     
 
 
 
  ¥ 530,266     ¥ 3,645,558     $ 34,993  
 
   
 
     
 
     
 
 

13.   COMMITMENTS AND CONTINGENT LIABILITIES
 
    The Company adopted FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 elaborates on the disclosures to be made by a guarantor about its obligations under certain guarantees. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. With respect to initial recognition and initial measurement of guarantees, the adoption of FIN 45 had no effect on the Company’s financial position or results of operations for the year ended March 31, 2004.
 
    In December 2001, a class action complaint alleging violations of the federal securities laws was filed against the Company, naming IIJ, certain of its officers and directors as defendants, and underwriters of IIJ’s initial public offering. Similar complaints have been filed against over 300 other issuers that have had initial public offerings since 1998 and such actions have been included in a single coordinate proceeding in the Southern District of New York. An amended complaint was filed on April 24, 2002 alleging, among other things, that the underwriters of IIJ’s initial public offering violated the securities laws (i) by failing to disclose in the offering’s registration statement certain alleged compensation arrangements entered into with the underwriters’ clients, such as undisclosed commissions or tie-in agreements to purchase stock in the after-market, and (ii) by engaging in manipulative practices to artificially inflate the price of IIJ’s stock in the after-market subsequent to the initial public offering. On July 15, 2002, the Company joined in an ‘omnibus’ motion to dismiss the amended complaint filed by the issuers and individuals named in the various coordinated cases. In June 2003, the Company approved a settlement with the plaintiffs in this matter. In June 2004, the Company along with the plaintiffs, the insurers, and virtually all of the other solvent issuer companies in the coordinate cases, executed an agreement of settlement, which has been submitted to the United States District Court for the Southern District of New York for preliminary approval. The settlement releases IIJ and the individual defendants for liability for the conduct alleged in the action. Under the settlement, the Company agreed to assign away, not assert, or release certain potential claims the Company may have against IIJ’s underwriters. Approximately 260 defendant issuers participated in this settlement. As to financial impact on the Company, the settlement provides that the class members will be guaranteed $1 billion (¥104 billion ) in recoveries by the insurers of the issuers. In addition to IIJ’s portion of the proposed settlement, some of the continuing legal expenses incurred in connection with the partial settlement would be borne by IIJ’s insurer based on the settlement agreement and an individual agreement between IIJ and IIJ’s insurer. Consequently, the Company believes that there will be no significant financial impact on the Company as a result of this matter.
 
    In addition to the foregoing, the Company is a party to other suits and claims that arise in the normal course of business. The negative adverse outcome of such suits and claims would not have a significant impact on the financial statements.
 
14.   DERIVATIVE AND OTHER FINANCIAL INSTRUMENTS
 
    Interest Rate Swap Agreement— The Company is exposed to changes in interest rates that are associated with long-term bank borrowings. The Company’s policy on managing the interest rate risk is to hedge the exposure to variability in future cash flows of floating rate interest payments on the long-term bank borrowings. In order to reduce cash flow risk exposures on floating rate borrowings, the Company utilizes interest rate swap agreements to convert a floating rate borrowing to a fixed rate borrowing.

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    The Company is also exposed to credit-related losses in the event of non-performance by counterparties to interest rate swaps, but it is not expected that any counterparties will fail to meet their obligations, because counterparties are internationally recognized financial institution.
 
    Changes in fair value of interest rate swaps designated as hedging instrument is reported in accumulated other comprehensive income during the years ended March 31, 2003 and 2004. These amounts subsequently are reclassified into interest expense as a yield adjustment in the same period in which the hedged bank borrowings affect earnings. The term, notional amount and repricing date of interest rate swaps exactly match those of the long-term borrowings. The swap terms are “at the market,” so they have zero value at inception. Thus, there was no ineffectiveness recognized in earning for the years ended March 31, 2002, 2003 and 2004. For the years ended March 31, 2002, 2003 and 2004, net derivative loss of ¥14,272 thousand, ¥26,438 thousand and ¥26,303 thousand ($252 thousand) were reclassified to interest expense, respectively.
 
    Approximately ¥18,275 thousand ($175 thousand) of accumulated other comprehensive loss related to the interest rate swaps are expected to be reclassified as an adjustment to interest expense as a yield adjustment of the hedged bank borrowings within the next 12 months.
 
    Fair Value— In the normal course of business, the Company invests in financial assets and incurs financial liabilities. To estimate the fair value of those financial assets, liabilities and derivatives, the Company used quoted market prices to the extent that they were available. Where a quoted market price is not available, the Company estimates fair value using primarily the discounted cash flow method. For certain financial assets and liabilities, such as trade receivables and trade payables, which are expected to be collected and settled within one year, the Company assumed that the carrying amount approximates fair value due to their short maturities. Investment for which is not practicable are investments in a number of unaffiliated and unlisted smaller sized companies and the estimate of their fair values cannot be made without incurring excessive costs. Refundable insurance policies are carried at cash surrender value. The carrying amounts or notional amounts and fair value of financial instruments are summarized below:

                                                 
                                    Thousands of
    Thousands of Yen
  U.S. Dollars
    2003
  2004
  2004
    Carrying   Fair   Carrying   Fair   Carrying   Fair
    Amount or   Value   Amount or   Value   Amount or   Value
    Notional   or Gain   Notional   or Gain   Notional   or Gain
    Amount
  (Loss)
  Amount
  (Loss)
  Amount
  (Loss)
Other investments for which it is:
                                               
Practicable to estimate fair value
  ¥ 1,179,916     ¥ 1,179,916     ¥ 6,572,985     ¥ 6,572,985     $ 63,093     $ 63,093  
Not practicable
    1,860,273               1,358,908               13,043          
Noncurrent refundable insurance policies (other assets)
    42,180       42,180       55,753       55,753       535       535  
Long-term borrowings, installment payable and convertible notes, including current portion
    20,400,000       18,004,239       15,688,265       15,570,181       150,588       149,455  
Interest rate swap contracts
    3,000,000       (37,721 )     2,400,000       (18,979 )     23,037       (182 )

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    Cash at March 31, 2003 and 2004 includes U.S. dollar denominated current bank deposits of ¥1,360,644 thousand and ¥663,432 thousand ($6,368 thousand), respectively.
 
15.   ADVERTISING EXPENSES
 
    Advertising expenses incurred during the years ended March 31, 2002, 2003 and 2004 consist principally of advertisement within magazines, journals and newspapers and amounted to ¥397,263 thousand, ¥278,474 thousand and ¥106,525 thousand ($1,023 thousand), respectively.
 
16.   SUBSEQUENT EVENTS
 
    On April 28, 2004, the Company’s board of directors resolved to repurchase and cancel a portion of the outstanding convertible notes.

         
Terms of the repurchase of convertible notes are as follows:
1. Maximum amount of the repurchase
  ¥2.0 billion based on the principal amount
2. Maximum unit price of the repurchase
  100.5 per unit
3. Limit date of the repurchase
  June 30, 2004

    Based on this resolution, the Company repurchased a principal amount of ¥744 million ($7.1 million) of the convertible notes for ¥745.9 million (100.2 per unit) on April 30, 2004.

* * * * * *

F- 42

Exhibit 1.1

(Translation)
ARTICLES OF INCORPORATION

Executed on December 3, 1992
Amended on June 24, 2004

CHAPTER I. GENERAL PROVISIONS

Article 1. (Corporate Name)

The Company shall be called Kabushiki Kaisha Internet Initiative, which shall be expressed in English as Internet Initiative Japan Inc.

Article 2. (Objects)

The objects of the Company shall be to engage in the following categories of business:

Telecommunications business;

Telecommunications construction business;

Manufacture, construction, development, sale, purchase, lease, export and import of telecommunications' machinery and equipment, telecommunications facilities, software and telecommunications systems;

Administration, maintenance and operation of telecommunications' machinery and equipment, telecommunications facilities, software and telecommunications systems;

Consulting service related to the foregoing;

Research, study, education and training related to the foregoing;

The sale and purchase of telephone subscriber's rights; and

Any and all businesses incidental or related to the foregoing.

Article 3. (Location of Head Office)

The Company shall have its head office in Chiyoda-ku, Tokyo.

Article 4. (Method of Public Notice)

Public notices of the Company shall be given in the Nihon Keizai Shinbun.

CHAPTER II. SHARES

Article 5. (Total Number of Shares Authorized to be Issued)

The total number of shares authorized to be issued by the Company shall be seventy five thousand five hundred and twenty (75,520) shares; provided that in case of retirement of any shares, the number of shares subject to retirement shall be reduced from the total number of shares authorized to be issued.

Article 6. (Handling of Shares and Fractional Shares)


Kinds of share certificates to be issued by the Company, and matters concerning registration of transfer of shares, registration of pledges, indication of trust property, purchase of fractional shares, reissue of share certificates and other procedures concerning shares and handling charges thereof shall be governed by the Share Handling Regulations to be prescribed by the Board of Directors.

Article 7. (Transfer Agent)

The Company shall appoint a transfer agent for the handling of its shares and fractional shares.

2. The transfer agent and its place of business shall be designated by a resolution of the Board of Directors.

3. The register of shareholders, the original register of fractional shares of the Company and the register of lost share certificates shall be kept by the transfer agent at its place of business, and matters concerning registration of transfer of shares, registration of pledges, indication of trust property, delivery of share certificates, acceptance of reports by shareholders, listing or recording into the original register of fractional shares and the register of lost share certificates and other matters concerning shares and fractional shares shall be handled by the transfer agent, and the Company shall not handle any such matters.

Article 8. (Record Date)

The shareholders entitled to exercise voting rights at the ordinary general meeting of shareholders of the Company relevant to each fiscal year shall be those shareholders with voting rights who are listed or recorded in the last register of shareholders as of March 31 of the fiscal year.

2. In addition to the preceding paragraph, whenever necessary, the Company may provisionally fix a record date after giving a public notice according to a resolution of the Board of Directors and may deem the shareholders or pledgees who are listed or recorded in the last register of shareholders as of the record date, or holders of fractional shares who are listed or recorded in the last original register of fractional shares as of the record date, as the shareholders, registered pledgees or holders of fractional shares entitled to exercise the relevant rights.

CHAPTER III. GENERAL MEETING OF SHAREHOLDERS

Article 9. (Convocation)

An ordinary general meeting of shareholders of the Company shall be held within three (3) months from the day immediately following the settlement of accounts of each fiscal year and an extraordinary general meeting of shareholders may be held from time to time whenever necessary.

Article 10. (Chairman)

The President shall chair a general meeting of shareholders. Should the President be unable to so act, another director shall act in his/her place in the order predetermined by the Board of Directors.

2

Article 11. (Voting by Proxy)

A shareholder may exercise his/her voting right through another shareholder having voting rights acting as a proxy in a general meeting of shareholders.

2. In the case of the preceding paragraph, the shareholder or his/her proxy shall submit to the Company an instrument evidencing his/her power as proxy for each general meeting of shareholders.

Article 12.1. (Method of Resolution)

Unless otherwise provided for by law or these Articles of Incorporation, resolutions of a general meeting of shareholders shall be adopted by a majority vote of shareholders present at the meeting.

2. Special resolutions under Article 343 of the Commercial Code of Japan and other resolutions to which the method of resolution of aforementioned Article is applied mutatis mutandis by laws or regulations shall be passed by two-thirds or more of the voting rights of the shareholders present having one-third or more of the voting rights of all shareholders.

Article 13. (Minutes)

The summary of proceedings at a general meeting of shareholders and the results thereof shall be recorded in the minutes of the meeting, which shall bear the signatures, printed names and seal impressions, or digital signatures of the chairman of the meeting and the directors who were present at the meeting.

CHAPTER IV. DIRECTORS AND THE BOARD OF DIRECTORS

Article 14. (Number of Directors)

The number of directors of the Company shall be between three (3) and ten (10).

Article 15. (Election)

A resolution for election of directors shall be made by a majority of voting rights of the shareholders present at the meeting where the shareholders representing one third (1/3) or more of the total number of the voting rights of all shareholders are present; provided that cumulative voting shall not be adopted for such election.

Article 16. (Term of Office of Directors)

The term of office of directors shall expire at the close of the ordinary general meeting of shareholders held in relation to the last settlement of accounts within two (2) years following their assumption of office.

Article 17. (Convocation of Meetings of the Board of Directors)

3

Unless otherwise provided for by law, a meeting of the Board of Directors shall be convened and chaired by the President.

2. The notice of convocation of a meeting of the Board of Directors shall be given to each director and statutory auditor at least three (3) days prior to the day set for such meeting; provided, however, that this period may be further shortened under pressing circumstances.

3. Matters concerning operation of meetings of the Board of Directors, etc. shall be governed by the Regulations of Board of Directors to be prescribed by the Board of Directors.

Article 18. (Representative Director and Directors with Specific Titles)

Representative Directors shall be elected among directors by the resolution of the Board of Directors. Each Representative Director shall severally represent the Company.

2. The Board of Directors may, by its resolution, select from among its members one chairman of the Board of Directors, one President, several Vice Presidents, several Senior Managing Directors, several Managing Directors.

Article 19. (Method of Resolution of the Meeting of the Board of Directors)

A resolution of the Board of Directors shall be adopted by a majority vote of the directors present at the meeting at which a majority of the directors are present.

Article 20. (Remuneration and Retirement Allowances)

The remuneration and retirement allowances for directors shall be determined in a general meeting of shareholders.

Article 20.2 (Exemption of Liability for Directors)

The Company may, pursuant to the provision of Article 266 paragraph 12 of the Commercial Code of Japan, with a resolution of the Board of Directors, exempt a director (either incumbent or past) from liabilities in respect of the acts mentioned in Article 266 paragraph 1 item 5 of the Commercial Code of Japan only to the extent permitted by laws or regulations.

2. The Company may, pursuant to Article 266 paragraph 19 of the Commercial Code of Japan, enter into an agreement with an outside director under which liability of such director against the Company for the damages resulting from acts mentioned in Article 266 paragraph 1 item (5) shall be limited; provided, however, that the limited amount of such damages pursuant to the agreement shall be the larger of the amount not less than 10 million yen which has been determined in advance or the amount provided by laws or regulations.

CHAPTER V. STATUTORY AUDITORS AND THE BOARD OF STATUTORY AUDITORS

4

Article 21. (Number of Statutory Auditors)

The Company shall have three (3) or more statutory auditors.

Article 22. (Election)

A resolution for election of statutory auditors shall be made by a majority of voting rights of the shareholders present at the meeting where the shareholders representing one third (1/3) or more of the total number of the voting rights of all shareholders are present.

Article 23. (Term of Office of Statutory Auditors)

The term of office of statutory auditors shall expire at the close of the ordinary general meeting of shareholders in relation to the last settlement of accounts within four (4) years following their assumption of office.
2. The term of office of a statutory auditor elected to fill a vacancy shall expire at such time as the term of office of his/her predecessor would otherwise expire.

Article 24. (Full-time Statutory Auditors)

The statutory auditors shall appoint a full-time statutory auditor(s) from among themselves. A standing statutory auditor(s) may be appointed from among full-time statutory auditors through mutual consultation among statutory auditors.

Article 25. (Procedures for Convocation of the Meeting of the Board of Statutory Auditors)

A notice of the convocation of a meeting of the Board of Statutory Auditors shall be given to each statutory auditor at least three (3) days prior to the date set for such meeting; provided, however, that such period may be shortened under pressing circumstances.
2. Matters concerning operation of meetings of the Board of Statutory Auditors, etc. shall be governed by the Regulations of Board of Statutory Auditors to be prescribed by the Board of Statutory Auditors.

Article 26. (Remuneration and Retirement Allowances for Statutory Auditors)

The remuneration and retirement allowances for statutory auditors shall be determined in a general meeting of shareholders.

Article 26.2 (Exemption of Liability for Statutory Auditors)

The Company may, pursuant to the provision of Article 280 paragraph 1 of the Commercial Code of Japan, with a resolution of the Board of Directors, exempt a statutory auditor (either incumbent or past) from liabilities only to the extent permitted by laws or regulations.

5

CHAPTER VI. ACCOUNTING

Article 27. (Substitute Statutory Auditor)

The Company may, in preparation for the case where the Company has a vacancy in the number of its statutory auditors provided by laws or regulations, elect a substitute statutory auditor at a general meeting of shareholders in advance.
2. A resolution for election of a substitute statutory auditor shall be made by a majority of voting rights of the shareholders present at the meeting where the shareholders representing one third (1/3) or more of the total number of the voting rights of all shareholders are present.
3. A resolution for election of a substitute statutory auditor shall remain effective until the holding of the immediate subsequent ordinary general meeting of shareholders.
4. In case a substitute statutory auditor assumes the office of a statutory auditor, the term of office of such statutory auditor shall expire at such time as the term of office of his/her predecessor would otherwise expire.

Article 28. (Fiscal Year)

The fiscal year of the Company shall commence on April 1 of each year and end on March 31 of the following year.

Article 29. (Fixing of Shareholders for Payment of Dividends)

Dividends shall be paid to the shareholders or pledgees who are listed on recorded in the last register of shareholders as of March 31 of each year, or the holders of fractional shares who are listed on recorded in the last original register of fractional shares as of the same date or who deposited their fractional share certificates with the Company as of such date.

Article 30. (Interim Dividends)

The Company may, by resolution of the Board of Directors, pay interim dividends to shareholders or pledgees listed or recorded in the last register of shareholders as of September 30 in each year or the holders of fractional shares listed or recorded in the last original register of fractional shares as of the same day.

Article 31. (Dividends on Shares issued upon Conversion of Convertible Bonds)

The initial dividends and interim dividends on shares issued upon conversion of convertible bonds and fractional shares issued therewith shall be paid, assuming that the conversion took place on April 1 if such conversion request is made during the period from April 1 to September 30 or on October 1 if such conversion request is made during the period from October 1 to March 31 of the following year.

Article 32. (Prescription Period of Dividends)

6

In case dividends or interim dividends remain unclaimed for three (3) full years after the first date of payment, the Company shall be relieved from the obligation to make payment thereof.

2. No interest shall accrue on the outstanding dividends provided for in the preceding paragraph.

(Supplementary Provision)

Article 1.

With regard to the term of office of statutory auditors who are incumbent before the close of the ordinary general meeting of shareholders held for the first settlement term ending after May 1, 2002, the phrase within three (3) years following their assumption of office in Article 23 hereof shall be read as within four (4) years following their assumption of office.

7

Exhibit 1.2

(Translation)

SHARE HANDLING REGULATIONS

CHAPTER I. GENERAL PROVISIONS

Article 1. (Purpose)

Matters concerning kinds of share certificates and the handling of shares and fractional shares of the Company shall be governed by these Regulations pursuant to the provisions of Article 6 of the Articles of Incorporation.

Article 2. (Transfer agent)

The transfer agent (including fractional share register) of the Company, its place of business and forwarding offices shall be as listed below:

Transfer agent:

The Sumitomo Trust and Banking Company, Limited
5-33, Kitahama 4-chome, Chuo-ku, Osaka

Place of business:

Securities Handling Department
The Sumitomo Trust and Banking Company, Limited
4-4, Marunouchi 1-chome, Chiyoda-ku, Tokyo

Forwarding offices:

Head office and all branches throughout the country of The Sumitomo Trust and Banking Company, Limited

Article 3. (Kinds of share certificates)

The share certificates to be issued by the Company shall be in denominations of one hundred (100), fifty (50), ten (10), five (5) and one (1) share.

Article 4. (Requests, reports, applications and filings)

1. All requests, reports, applications or filings pursuant to these Regulations shall be made to the transfer agent, in the form prescribed by the Company and shall bear seal impressions reported under article 15 hereof.
2. In the event that the procedures set forth in the preceding paragraph are made though a proxy, documents evidencing such proxy's authority shall be submitted.
3. In the event that consent by the curator or assistant is required when the request, report, application or filing is made, documents evidencing such parties' consent shall be submitted.

Article 5. (Documentary evidence or guarantor)


The Company may require the submission of documentary evidence or require a guarantor to make a guarantee in the case of requests, reports, applications, filings or receipt in respect of the share certificates, or in the event the Company deems it necessary.

CHAPTER II. TRANSFER OF SHARES

Article 6. (Transfer of shares)

1. An application for the transfer of shares shall be made by submission of an application therefor together with the share certificates.
2. In the event that a person who acquired shares by any reason other than assignment makes an application for the transfer of shares, he shall, in addition to the procedure set forth in the preceding paragraph, submit documents evidencing the causes for such acquisition.

Article 7. (Transfer of shares pursuant to other procedures prescribed by laws)

In the event that the transfer of shares requires any procedures as statutorily prescribed, the application therefore shall be accompanied by the relevant share certificates and the documents evidencing completion of such procedures.

CHAPTER III. REGISTRATION OF PLEDGE AND TRUST ASSET

Article 8. (Registration or deregistration of pledge)

To request registration or deregistration of pledge with respect to shares, an application jointly signed by the pledgor and and pledgee shall be submitted together with the relevant share certificates.

Article 9. (Registration or deregistration of trust assets)

To request registration of trust assets with respect to shares, the trustor or trustee shall submit an application therefor together with the relevant share certificates. To request deregistration of trust assets with respect to shares, the trustee or beneficiary shall submit an application therefor together with the relevant share certificates.

CHAPTER IV. NON-POSSESSION OF SHARE CERTIFICATES

Article 10. (Application for non-possession of share certificates)

1. An application for non-possession of share certificates shall be submitted together with the relevant share certificates.
2. In the event that the above applications is accepted, non-issuance of share certificates shall be noted or recorded in the register of shareholders.

Article 11. (Application for delivery of no-possessed share certificates)


In the event that a shareholder who submitted an application for non-possession of share certificates requests the issuance of return thereof, an application therefor shall be submitted.

CHAPTER V. NOTIFICATIONS

Article 12. (Notification of name and address, etc.)

A shareholder shall notify the Company of the following information

(1) name and address;
(2) in the event such a shareholder is a corporation; the titles and names of its representatives;
(3) in the event a legal representative is elected for a shareholder; the position, name and address of such legal representative; and
(4) in the event a shareholder is owned jointly, the name and address of the representative of such joint owners.

Article 13. (Expatriate share holders)

In the event the address of a shareholder in the preceding Article is in a foreign country, such a shareholder shall notify a temporal address to receive notices in Japan or appoint a standing agent in Japan and notify the Company of such matter.

Article 14. (Changes to registered information)

1. In the event mattes regarding the registered information, pursuant to Article 12 and Article 13 are changed, such shareholder shall notify the Company of such changes.
2. In the event the name of a shareholder changes, and application therefor, share certificates and evidencing documents therefor shall be submitted, provided however, if share certificates are not issued for such a shareholder, share certificates do not need to be submitted.
3. In the event the name, title or position of the legal representative, representative or agent of shareholder changes, an application therefor and evidencing documents therefor shall be submitted.

Article 15. (Submission of an imprint of seal)

1. A shareholder, its legal representative, representative or agent shall submit an imprint of its seal (or in the event of a foreign person or corporation whose country has signatory customs, an imprint of its signature) to the Company.
2. In the event of a change of seal, such shareholder shall submit an imprint of the new seal.

Article 16. (Registered pledgee, etc.)

The provisions of this Chapter shall be applied mutatis mutandis to registered pledgees, fractional shareholders and registered persons of lost share certificates.


CHAPTER VI. INSCRIPTION ON SHARE CERTIFICATES

Article 17. (Names of shareholders)

1. The names of shareholders shall be inscribed on the share certificates.
2. In the event that shares are transferred. The date registered in the register shall be inscribed in the back of such a share certificates, the name of the transferee shall be inscribed thereon and certification by the transfer agent shall be imprinted.
3. The provision in the preceding paragraph shall be applied mutatis mutandis in the event that an application pursuant to paragraph 2 of Article 14 is made.

Article 18. (Registration or deregistration of a pledge and trust assets)

1. In the event that registration or deregistration of a pledge pursuant to the provisions of Article 8 is made, such information and the date registered or recorded in the register shall be inscribed on the share certificate and certification by the transfer agent shall be imprinted.
2. In the event that registration or deregistration of trust assets pursuant to the provisions of Article 9 is made, such information and the date registered or recorded in the register shall be inscribed on the share certificate and certification by the transfer agent shall be imprinted.

CHAPTER VII. REGISTRATION OF LOST SHARE CERTIFICATES

Article 19. (Registration or deregistration of lost share certificates or filing of objection to registration of lost share certificates)

1. To make registration or deregistration of lost share certificates or to file an objection to such registration, an application form shall be submitted together with the documents the Company requires.
2. To make registration set forth in the preceding Paragraph, fee for registration of lost share certificates set forth in Article 21 shall be paid.
3. To file an objection to registration set forth in Paragraph 1, the share certificates which have been registered as lost shall be submitted.

Article 20. (Transfer of shares in respect of a holder of lost share certificates)

An applicant for registration of lost share certificates shall submit the documents necessary for the transfer of shares by the date such share certificates become null and void as the result of such registration, provided, however, this provision shall not apply to the case where such registered person is a shareholder or a registered pledgee.

Article 21. (Fee for registration of lost share certificates)

The fee in respect of the application for registration of lost share certificates shall be the


amount separately prescribed.

CHAPTER VIII. REISSUANCE OF SHARE CERTIFICATES

Article 22. (Issuance of new share certificates due to division or consolidation)

To request issuance of new share certificates due to division or consolidation of share certificates, an application therefor shall be submitted together with the relevant share certificates.

Article 23. (Reissuance due to loss)

To request reissuance of share certificates which became null and void as the result of registration of lost share certificates, an application form therefor shall be submitted.

Article 24. (Reissuance due to defacement or mutilation)

To request issuance of new shares due to defacement or mutilation of share certificates, new share certificates shall be issued in the exchange for such certificates; provided, however, that if it is difficult to discern the genuineness of the share certificates, the provisions of the preceding Chapter shall apply.

CHAPTER IX. FRACTIONAL SHARE REGISTER AND PURCHASE OF FRACTIONAL SHARES

Article 25. (Fractional share registration)

1. The Company shall register or record the name, address, ratio of the fractional shares to one share and acquisition date with the fractional share register.
2. In the event a person acquires fractional shares by any reason other than assignment, such person may require the Company to change the registered or recorded information by submitting an application therefor. In this case, the provision of paragraph 2 of Article 6 shall be applied mutatis mutandis.

Article 26. (Request for purchase)

1. To request the purchase of fractional shares, an application therefor shall be submitted.
2. The request for the purchase of fractional shares described above shall be effective when the request is submitted to the transfer agent's place of business or any of its forwarding offices as set forth in Article 2 hereof.

Article 27. (Purchase price)

The purchase price of the fractional shares shall be decided by negotiation between the persons who requested such purchase and the Company.


Article 28. (Payment)

1. The payment amount, being the purchase price set forth in the preceding Article 27 minus the purchase fee set forth in Article 30, shall be made forthwith to the persons who requested such purchase without delay.
2. The persons who requested such purchase may designate a method of payment or appoint its receiving agent in respect of the payment of the purchase price.

Article 29. (Transfer of shares subject to purchase)

1. The fractional shares requested to be purchased shall be transferred to the Company on the day on which the payment of the purchase amount pursuant to the preceding Article is completed.
2. Changes in entry or record to the fractional share register shall be made on the date of transfer, provided for in the preceding paragraph, provided however, in the event that a method of payment is appointed pursuant to paragraph 2 of the preceding Article, entry to the fractional share register shall be made on the day on which such payment is completed.

Article 30. (Purchase Fee)

The purchase fee in respect of the purchase of the fractional shares shall be separately determined as the fee in respect of the consignment of sale and purchase of the shares.

CHAPTER X. MISCELLANEOUS

Article 31. (Amendments)

Any amendments to or abolishment of this regulation shall be rendered by resolution of the Board of Directors of the Company.

Established on September 1, 1995 Amended on May 31, 2004


(Translation) Exhibit 1.4

REGULATIONS OF THE BOARD OF STATUTORY AUDITORS

Enacted on September 1, 1995
Amended on November 21, 2003

Article 1. (Purpose)

These Regulations aim at the proper and smooth operation of the Board of Statutory Auditors of the Company in accordance with laws and rules of Japan and the Articles of Incorporation, and conforming to the relevant regulations of the Securities and Exchange Commission of the United States ("SEC").

Article 2. (Organization)

The Board of Statutory Auditors shall be organized by all the statutory auditors.

Article 3. (Authority)

The Board of Statutory Auditors shall receive reports and discuss or make resolutions on important issues concerning the audits.

Article 4. (Meetings)

The Meetings of the Board of Statutory Auditors shall in principal be held once every three months; provided, however, extraordinary Meetings may be held whenever necessary.

Article 5. (Convener and Chairman)

The Meeting of the Board of Statutory Auditors shall be convened by a statutory auditor previously determined by a resolution of the Board of Statutory Auditors. Should he be unable to so act, one of the other statutory auditors shall act in this place.

2. The statutory auditor who convened the Meeting as stated in the previous paragraph shall chair the Meeting.

Article 6. (Notice of Convocation)

A notice of the convocation of a Meeting of the Board of Statutory Auditors shall be dispatched to each statutory auditor at least three (3) days prior to the date set for each meeting; provided, however, that this period may be shortened in case of urgent need.

2. A Meeting of the Board of Statutory Auditors may be held without the convocation procedures upon the unanimous consent of all statutory auditors.

Article 7. (Method of Resolution)


A decision by the Board of Statutory Auditors shall be made by a majority vote of all of the statutory auditors, except for a decision on the dismissal of the independent account auditor provided for in Article 12.2 and the approval of the Board of Statutory Auditors provided for in Article 12.3.

2. Any decision shall be made by deliberation based on thorough information.

Article 8. (Matters Requiring Resolutions)

Audit policies, plans, methods, allotment of duties and budgets for audit expenses shall be decided by the Board of Statutory Auditors.

2. Other matters deemed necessary to conduct audit business may be decided by the Board of Statutory Auditors.

Article 9. (Matters to be Reported by the Statutory auditors)

Statutory auditors shall report the progress of their executed business as necessary and whenever requested by the Board of Directors.

2. Statutory auditors, who received a report from a director, an independent account auditor or others, shall report the matters to the Board of Statutory Auditors.

Article 10. (Reports from Director or Independent Account Auditor)

The Board of Statutory Auditors shall discuss the necessary measures when it receives a report on the matters enumerated below.

1) When the Board receives a report from a director that he has found an act which is anticipated to cause serious damage to the company.

2) When the Board receives a report from an independent account auditor that he had found an unjust act or material fact in violation of laws and rules, or the Articles of Incorporation in relation to the execution of director's duties.

Article 11. (Audit Report)

The Board of Statutory Auditors shall receive accounting documents from the directors and audit reports from independent account auditors.

2. The Board of Statutory Auditors shall receive reports on matters stated in the audit reports made by independent account auditors and shall discuss and make its own audit reports.
3. An additional note shall be appended to the audit report of the Board of Statutory Auditors, when a statutory auditor states a different opinion.
4. The audit report of the Board of Statutory Auditors shall be signed and sealed by each statutory auditor and each full-time statutory auditor shall make a record to that effect.

Article 12. (Resolutions on the Appointment, Rejection of Reappointment or Dismissal of Independent Account Auditors)

The following matters concerning the appointment, rejection of reappointment and dismissal of the independent account auditors shall be resolved by the Board of Statutory Auditors.

1) Approval of the proposal, on appointment, rejection of reappointment, dismissal of the independent account auditors, to be submitted to the shareholders' Meetings.
2) Request to place the agenda of appointment, rejection of reappointment and dismissal of the independent


account auditors to the Shareholders' Meetings.
3) Request for submission of the proposal on appointment, rejection of reappointment or dismissal of independent account auditors to the Shareholders' Meetings.
4) Appointment of a person to temporarily execute the business of the independent account auditor in case of vacancy in the position of independent account auditors.

2. The Board of Statutory Auditors shall, upon unanimous consent of all statutory auditors, dismiss an independent account auditor subject to a cause of dismissal provided by law. In this case, an statutory auditor appointed by the Board of Statutory Auditors shall explain the dismissal and its cause at the first Shareholders' Meeting to be held after the dismissal.

Article 12-2. (Right to Approve or Demand Proposals regarding Election of Statutory Auditors)

The following decisions regarding an election of statutory auditors shall be made by resolution of the Board of Statutory Auditors:

1) Approval of a proposal for an election of statutory auditors to be presented to a general meeting of shareholders;
2) Demand for an election of statutory auditors to be included in the agenda of a general meeting of shareholders; or
3) Demand for an election of statutory auditors to be proposed to a general meeting of shareholders.

Article 12-3. (Approval of the Board of Statutory Auditors)

Approval of the following proposals, etc., by the Board of Statutory Auditors shall require the unanimous consent of the Board of Statutory Auditors:

1) Releasing directors from liabilities, which will be proposed to a general meeting of shareholders;
2) Amending the Articles of Incorporation to allow directors to be released from liabilities by resolution of the Board of Directors;
3) Releasing directors from liabilities, which will be proposed to a meeting of the Board of Directors pursuant to the provision in the Articles of Incorporation;
4) Amending the Articles of Incorporation to authorize to enter into limited liability agreements with outside directors; or
5) Participating in lawsuits in order for the Company to provide support for directors.

Article 13. (Consultation regarding Exercise of Rights by Statutory Auditors)

Statutory Auditors may engage in prior consultation with the Board of Statutory Auditors regarding the exercise of their rights or the performance of their duties with respect to the following matters:

1) Response to a written inquiry made to the Statutory Auditor by a shareholder prior to a general meeting of shareholders;
2) Reporting to the Board of Directors, or a demand that the Board of Directors convene a meeting of the Board of Directors, etc.;
3) Expression of opinions on the proposals, documents and other materials to be presented at a general meeting of shareholders;
4) Demand for injunctive relief for the unlawful conduct of director(s);
5) Expression of opinions at a general meeting of shareholders regarding the election, dismissal, resignation and remuneration of statutory auditor(s);
6) Matters concerning lawsuits between the Company and director(s);

and


7) Any other matters concerning the filing of a lawsuit, etc.

Article 14. (Discussion on the Mutual Voting Election and Remuneration of Full-time and Permanent Statutory auditors)

The Board of Statutory Auditors shall make resolutions by unanimous consent of all statutory auditors on the mutual voting election and remuneration of the full-time statutory auditor, as well as the permanent statutory auditors.

Article 15. (Prior Approval regarding Provision of Services by the Accounting Auditor)

In accordance with the regulations, etc. of the SEC, the Statutory Auditors shall grant approval, regarding the services provided by the accounting auditor registered with the Public Company Accounting Oversight Board ("PCAOB"), pursuant to the "Prior Approval Policies for Audit and Non-Audit Services" to be separately prescribed.

Article 16. (Minutes)

The outline of the proceedings of the meetings of the Board of Statutory Auditors and the results thereof shall be recorded in writing or electronically in the minutes of the Board of Statutory Auditors, and the statutory auditors present at the meeting shall affix their names and seal impressions thereto or electronically sign such minutes.

Article 17. (Administration Office)

Auditors Office shall be placed in the Board of Statutory Auditors and administrate the operation of the Board of Statutory Auditors.

Article 18. (Amendment and Abolition)

Any amendment and abolition of these regulations shall be subject to the resolution of the Board of Directors.

- End -


EXHIBIT 4.5

SERVICE AGREEMENT

This Agreement made and entered into on January 1, 2002 by and between:

ASIA INTERNET HOLDING INC (hereinafter referred to as the "Consignor") with its principal business office at Jinboucho-Mitsui Bldg. 1-105, Kanda Jinbou-cho, Chiyoda-ku, Tokyo, Japan; and

INTERNET INITIATIVE JAPAN INC. (hereinafter referred to as "IIJ") with its principal business office at Jinboucho-Mitsui Bldg. 1-105, Kanda Jinbou-cho, Chiyoda-ku, Tokyo, Japan.

Article 1 (Business Entrustment)

The Consignor shall entrust the business regarding design consulting of Backbone Network of the Consignor, the details of which is defined in Article 2 to IIJ, and IIJ shall accept such entrustment and provide the services concerning such entrusted business (hereinafter referred to as the "Service").

Article 2 (Content of the Service)
Content of the Service is as follows;
(1) Assistance on Consigner's design and operation of Backbone Network.
(2) Assistance on Consigner's design and operation of value-added IP services such as VPN service.
(3) Assistance on Consigner's design, operation and management of its internal office network.

The specific matters with regard to the Service, including, but not limited to, the contents, the scope, the operation, the operation flow of trouble shooting, shall be defined in the Procedure for the Entrusted Technical Operations which both parties shall agree or otherwise in writing.

Article 3 (Business Entrustment Fees)

1. The business entrustment monthly fee shall be 6,000,000 JPY.

2. By the end of each month, the Consigner shall pay monthly fee for the immediately preceding month into the bank account separately designated by IIJ; provided that where the Service commence on a day other than first day of a month, or where it terminate on day other than the last day of a month, the monthly fee for the Service during such month shall be payable on a per diem basis.


3. If the Consigner delays paying monthly fee, the Consigner must pay a late-payment fee 14.6% per annum of the amount due.

4. In the event that either party deems that the amount of the fee defined in the Section 3 of this Article shall be unfair with any reason, including, but not limited to, significant change in the large quantity or the contents of the Service, in the economic situation, both parties may revise the monthly fee by discussion.

Article 4 (Duty of Due Care)

IIJ shall provide the Service pursuant to this Agreement in good faith and with the care of a good manager. Further, IIJ shall make sure that the Service shall be provided by engineers who have technical knowledge or experience.

Article 5 (Confidentiality)

1. Of the technical, business and other information provided by the other party in relation to the performance of the entrusted business, neither the Consignor nor IIJ shall disclose to any third party any information, which is designated as confidential in a writing, if disclosed in such writing, or designated as confidential in a writing that specifies the contents thereof and given within ten days of its disclosure, if disclosed orally (hereinafter referred to as the "Confidential Information"); provided, however, that the above provision shall not apply to any information falling under any of the following items:

(1) information which is already in the public domain at the time it is provided to or becomes known by the receiving party;
(2) information which the receiving party already possesses at the time it is provided to or becomes known by the receiving party;
(3) information which comes into the public domain through no fault of the receiving party after it is provided to or becomes known by the receiving party;
(4) information which the receiving party becomes aware of through developing such information independently of any information that is provided to or becomes known by the receiving party;
(5) information which the receiving party lawfully obtains from a third party who has due authority without bearing any confidentiality obligation; or
(6) information which the receiving party is requested to disclose by any

-2-

competent authority or a law or regulation.

2. The Consignor and IIJ shall use the Confidential Information provided by the other party only within the scope of the purpose of this Agreement.

3. The confidentiality obligation under this article shall continue for three years after the receipt of the relevant Confidential Information.

Article 6 (Compensation for Network Trouble)

In the event that, trouble occurs on the Consignor's network for which the Consignor entrusts the Service to IIJ (not including trouble caused by matters which IIJ is not possible to control, including, without limitation, trouble caused with regard to equipment or with regard to circuit line) and communication or services are interrupted resulting from IIJ's negligence or willful conduct, IIJ makes commercially reasonable efforts to recover such network. In such trouble, the amount calculated as one-seventy-two (1/72) of the monthly fee defined in the Section 1 of the Article 3 multiplied by the aggregated hours shall be deducted from the business entrustment fee, provided that if trouble continues for less than one hour such trouble shall not be applied to such deduction and the total amount of deduction shall not exceed the monthly fee. IIJ's liability in this Agreement shall be limited to this provision in this Article, except as otherwise expressed.

Article 7 (Damages)

In the event that each party incurs any damages on the other party through violation of the confidentiality obligation in Article 5, such party shall indemnify the other party for all such damages.

Article 8 (cooperation)

1. In order for IIJ to provide the Services to the Consigner appropriately and effectively, the Parties shall take necessary action, including, mutual disclosure of their information and materials.
2. In case of the occurrence of any trouble, accident, disturbance or otherwise in relation to the Services, either Party shall notify the other Party of the said occurrence and the Parties shall mutually cooperate resolving the said trouble.

Article 9 (Emergencies)
In the event that any emergencies or contingencies shall occur and IIJ is impossible to

-3-

perform the Service, IIJ shall notify to the Consignor and makes efforts to take any appropriate measurement not to affect the service and operation of the Consignor.

Article 10 (Termination)

If the other party falls under any of the events set forth in the following items, the Consignor or IIJ may terminate this Agreement in writing without having to make any demand against the other party. In such case, the obligations of the terminated party hereunder shall become immediately due and payable.

(1) In case of a material breach of trust by a party;
(2) In case of suspension of payment by a party, or filing of application for provisional attachment, attachment, foreclosure, bankruptcy, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of company arrangement, commencement of special liquidation or commencement of any other similar proceedings with respect to a party;
(3) In case the Clearing House executes procedures for suspension of a party's transactions with banks and similar institutions;
(4) In case of attachment of a party's property for preservation due to delinquency in payment of taxes or duties; or
(5) In case of occurrence to a party of any other material event which may render it difficult to continue this agreement or an individual agreement.

Article 11 (effective term)

1. This Agreement shall become effective on July 1, 2004 and continue to be fully effective until June 30, 2005 unless terminated by either party in accordance with Article 10. Notwithstanding the foregoing, in the event that the Consignor shall notify IIJ of the renewal of this Agreement ninety days prior the expiration date of the term, both parties shall discuss with regard to the contents of the Service or the necessity whether to modify the terms and conditions of this Agreement, including, but not limited to, business entrustment fee and renew this Agreement for additional one year periods as far as both parties agree. The same shall apply to the further.
2. Notwithstanding the foregoing Section, IIJ is entitled not to renew this Agreement by notifying to the Consignor ninety days prior the expiration date of the term.

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Article 12 (Re-entrustment)
1. IIJ may re-entrust the whole or part of the Service to any third party with prior consent of the Consignor.
2. In the event that IIJ shall re-entrust the whole or part of the Service to any third party in accordance to the foregoing Section, IIJ shall oblige such third party to perform equal obligation defined in the Article 5.
3. IIJ and/or such third party to whom IIJ entrusts this Service in accordance to the Section 1 of this Article make commercially reasonable efforts to comply with the internal rules or regulations and maintain the security and order when they perform the Service in the network sites or offices of IIJ.

Article 13 (Negotiation)

Any matters which are not provided for in this Agreement, and any question regarding in interpretation of any provision of this Agreement shall be resolved by negotiation between the Consigner and IIJ.

Article 14 (Amendments)

Any amendment to this Loan Agreement shall be in writing, signed by or on behalf of the parties hereto.

Article 15 (Jurisdiction)

The Tokyo District Court shall be the exclusive venue with respect of any dispute regarding this Agreement.

Article 16 (Governing Law)

This Agreement shall be governed by and construed under the laws of Japan.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, affixing their names and seals, each party retaining one original.

Asia Internet Holding Inc                  Internet Initiative Japan, Inc.



Koichi Suzuki                              Koichi Suzuki
President                                  President and CEO

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Exhibit 4.21

SERVICES AGREEMENT

THIS AGREEMENT is made as of January 1, 2004.

BETWEEN: Internet Initiative Japan, Ltd., a corporation organized and existing under the laws of Japan, located at Jinbo-cho Mitsui Building, 1-105 Kanda Jinbo-cho, Chiyoda-ku, Tokyo, Japan 101-0051 (hereinafter referred to as IIJ).

AND IIJ America, Inc., a corporation organized and existing under the laws of the State of California, in the United States of America, located at 1211 Avenue of the Americas, Suite 2900, New York, New York 10036, USA (hereinafter referred to as IIJA).

WHEREAS, IIJ is an Internet services provider based in Japan that operates a Backbone Network for Internet connectivity between various points in Asia and the United States;

WHEREAS, IIJA has special skills and knowledge in connection with establishing, operating and maintaining the United States portions of the Backbone Network;

WHEREAS, under the terms and conditions herein set forth, the parties hereto desire that IIJA provide services to IIJ.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth below, and for other valuable consideration received, the parties hereto agree as follows:

1. TERM

Subject to the other provisions contained in this Agreement, the initial term of this Agreement shall be for a period of twelve months commencing on January 1, 2004 and continuing until December 31, 2004; provided, however, that the term of this Agreement shall automatically be extended for additional periods of twelve months each unless either party hereto gives to the other party hereto, at least 30 days prior to the expiration of the then existing term hereof, written notice of the termination, with or without cause, of this Agreement as of the end of the then existing term hereof.

2. SERVICES

During the term hereof, IIJA shall exercise its best efforts to provide the assistance and services specified on Exhibit I hereto, as the same may from time to time be amended with the written consent of both parties hereto.

3. EXAMINATION OF BOOKS AND RECORDS

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IIJ shall have the right at its expense to examine the books and records of IIJA in connection with this Agreement during normal business hours at IIJA's offices on reasonable notice.

4. SERVICE FEES

During the term hereof, in consideration of the services to be provided by IIJA under this Agreement, IIJ shall pay to IIJA a monthly Service Fee to be calculated as follows:

4.1 Assignment and Allocation of Costs. IIJA shall assign and/or allocate all SG&A Costs and all Costs of Connection between IIJA's Backbone Division and IIJA's Own Division in the following manner.

a. For the initial four month period of this Agreement, SG&A costs shall be allocated in accordance with pre-determined classifications of SG&A expenses: first, any salary, benefits and overhead costs that are directly related to only one of the Divisions shall be assigned to that Division in their entirety; second, any remaining personnel costs shall be allocated on the basis of the weighted aggregate average percentage of time spent by all allocable employees with respect to each Division's activities; third, any remaining business expenses such as travel and remaining overhead costs shall be allocated based on the percentages used for personnel costs for each Division; fourth, outsourcing expenses for professional services shall be allocated based on the estimated benefit that each Division shall enjoy from such services, or equally, if such benefits are not reasonably subject to estimation.

b. For the initial four month period of this Agreement, IIJA shall, first, assign to each Division any Costs of Connection that are directly related to only one of the Divisions and, second, allocate any remaining Costs of Connection based on the relative amount of aggregate bandwidth committed to customers of both IIJ and IIJA as of October 2003. For subsequent years, the allocation percentage for the following year will be determined once a year based on the relative amount of aggregate bandwidth committed to customers of both IIJ and IIJA as of the end of October of the current year.

c. Beginning in May 2004 and continuing each February, May, August and November subsequently, IIJA shall review and update the amounts of costs allocable to each Division, based on actual costs incurred during the immediately previous three month calculation periods from January through March, April through June, July through September, and October through December, respectively. The amounts of the allocable costs as updated as above, shall take effect as of May, August, November and the following February, respectively, and be used for determining the Monthly Service Fee as set forth in Section 4.2 for the current three month period.

4.2 Monthly Service Fee.

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a. One-third of the actual Costs of Connection for each calculation period that are assigned and allocated to the Backbone Division shall be charged as part of the Service Fee on a monthly basis for the current three month period.

b. For the first four months of this Agreement, the SG&A costs to be assigned and allocated shall be based on the average monthly amount actually incurred by IIJA's Backbone Division during the prior three month period of October through December 2003. Thereafter, the SG&A costs to be assigned and allocated shall be one-third of the actual SG&A costs of IIJA's Backbone Division for the relevant three month calculation period. The SG&A costs for each month that are assigned and allocated to the Backbone Division shall be multiplied by one (1) plus the Mark-Up Application Rate in effect for that year and the result shall be charged as part of the Service Fee.

4.3 Mark-up Application Rate. The Mark-up Application Rate for the first year of this Agreement shall be eight (8) percent, although such rate can be subject to change under the following circumstances. In the event that IIJ and IIJA agree that the Mark-up Application Rate no longer results in an arm's length mark-up from a U.S. and Japanese transfer pricing perspective, such Mark-up Application Rate shall be adjusted to so result in an arm's length mark-up. Such adjusted Mark-up Application Rate shall be effective as of the date agreed to by the parties, which can be retroactive to an earlier point in the current calendar year.

4.4 True-up of Service Fee. Each January beginning with January 2005, IIJA shall undertake the following true-up procedure:

a. IIJA shall determine whether IIJA's Backbone Division's ratio of gross profit over operating expenses for the preceding calendar year falls within the interquartile range of IIJA's comparable companies' ratio of gross profit over operating expenses for the second preceding year or satisfies some other methodology used for U.S. transfer pricing purposes. If IIJA's Backbone Division's ratio of gross profit over operating expenses falls within the interquartile range of IIJA's comparable companies' ratio of gross profit over operating expenses for the second preceding year or satisfies some other methodology to be used for U.S. transfer pricing purposes for the preceding year, no true-up shall be required.

b. If, on the other hand, IIJA's Backbone Division's ratio of gross profit over operating expenses as defined above does not fall within the interquartile range of IIJA's comparable companies' ratio of gross profit over operating expenses for the second preceding year or satisfy some other methodology used for U.S. transfer pricing purposes, IIJA shall determine the amount of true-up required.

i. If IIJA's Backbone Division's ratio falls below the interquartile range, IIJA shall calculate the additional Mark-up Application Rate necessary for its ratio of gross profit over operating expense for the preceding calendar

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year to fall within the interquartile range of IIJA's comparable companies' ratio of gross profit over operating expenses for the second preceding year. This difference in the Mark-up Application Rate shall be multiplied by actual SG&A expenses for the preceding year to determine the true-up amount by which the Service Fee for the preceding year needs to be increased.

ii. If IIJA's Backbone Division's ratio falls above the interquartile range, IIJA shall calculate the reduction in the Mark-up Application Rate necessary for its ratio of gross profit over operating expense for the preceding calendar year to fall within the interquartile range of IIJA's comparable companies' ratio of gross profit over operating expenses for the second preceding year. This difference in the Mark-up Application Rate shall be multiplied by actual SG&A expenses for the preceding year to determine the true-up amount by which the Service Fee for the preceding year needs to be reduced.

c. IIJA shall record for statutory accounting purposes for its most recently ended calendar year, an increase or decrease in Service Fee income and accounts receivable or payable, respectively, in the amount calculated in b. above.

d. IIJ shall record for statutory accounting purposes for its current fiscal year, an increase or decrease in Service Fee expense and accounts payable or receivable, respectively, in the amount calculated in b. above.

e. Notwithstanding the requirements of this subparagraph regarding calculation of a true-up amount, the parties must also agree that the true-up amount to be recorded by IIJ and IIJA appears reasonable from a Japanese transfer pricing perspective.

4.5 Invoicing and Payment. IIJA shall furnish to IIJ within fifteen (15) days after the end of each month an invoice for the Service Fee for that month determined in accordance with subsections 4.2 and 4.4 of this paragraph. IIJA shall furnish to IIJ a detailed explanation of the computation of any monthly Service Fee upon IIJ's request. IIJ shall pay the Service Fee specified in each invoice within sixty (60) days after receipt of such invoice by telegraphic transfer. Payments shall be made in U.S. dollars.

5. RELATIONSHIP OF THE PARTIES

5.1 The relationship between IIJA and IIJ under this Agreement shall be that of service provider and client, respectively.

5.2 IIJA shall not contract in the name of IIJ and IIJA shall not represent or hold itself out as the agent of IIJ nor do any act or thing which might result in any third party believing that IIJA has authority to contract or enter into any commitment on behalf of or in the name of IIJ.

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6. BREACH OR DEFAULT

Notwithstanding the term of this Agreement set forth in paragraph 1, in the event of any breach or default by the other party of any of the terms or conditions of this Agreement, either party may immediately terminate this Agreement by giving written notice thereof to the other party. All amounts due each of the parties hereto, respectively, shall thereupon become due and immediately payable.

7. RISK AND LIABILITY
7.1 IIJA hereby warrants to IIJ that all Services shall be performed in a professional and workmanlike manner. Except for the foregoing, IIJA makes no other warranties or representations as to the Services rendered, and hereby disclaims all express and implied warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Further, IIJA disclaims any warranty that the Service will succeed in resolving any problems, or that any work product including, but not limited to inventions, of the Service will be free from latent defects.

7.2 Notwithstanding the foregoing, all risk of shortfall in performance, and any liability to third parties arising from such shortfall in performance or from defective performance or non-performance of its obligations to provide the services, shall be and remain with IIJ, and IIJ shall hold IIJA harmless from any such liability to third parties howsoever caused regardless of whether the loss is insured or uninsured.

7.3 IIJA shall give prompt notice in writing to IIJ of any third party claim as is referred to in this paragraph whereupon IIJ shall have the right at its own expense to assume the defense of, or to dispose of, or to settle any such claim, and IIJA will give all reasonable assistance in its defense of such claims.

8. CONFIDENTIALITY

8.1 Of the technical, business and other information provided by the other party in relation to the performance of the entrusted business, neither IIJA nor IIJ shall disclose to any third party any information, which is designated as confidential in a writing, if disclosed in such writing, or designated as confidential in a writing that specifies the contents thereof and given within ten days of its disclosure, if disclosed orally (hereinafter referred to as the "Confidential Information"); provided, however, that the above provision shall not apply to any information falling under any of the following items:

(1) information which is already in the public domain at the time it is provided to or becomes known by the receiving party;
(2) information which the receiving party already possesses at the time it is provided to or becomes known by the receiving party;
(3) information which comes into the public domain through no fault of the receiving party after it is provided to or becomes known by the receiving party;
(4) information which the receiving party becomes aware of through developing such information independently of any information that is provided to or becomes known by the receiving party;

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(5) information which the receiving party lawfully obtains from a third party who has due authority without bearing any confidentiality obligation; or
(6) information which the receiving party is requested to disclose by any competent authority or a law or regulation.

8.2 IIJA and IIJ shall use the Confidential Information provided by the other party only within the scope of the purpose of this Agreement.

8.3 The confidentiality obligation under this paragraph shall continue for three years after the receipt of the relevant Confidential Information.

8.4 Upon IIJ's request, IIJA shall return to IIJ all of IIJ's plans, software, promotional and other material, etc. and all copies thereof provided to IIJA in connection with the services.

9. AMENDMENT

This Agreement shall not be amended in any way other than by an agreement in writing signed by both parties which is expressly stated to amend this Agreement.

10. PROHIBITION OF ASSIGNMENTS

This Agreement shall be binding on and shall inure to the benefit of the parties' successors and assigns. Notwithstanding the foregoing, neither party may assign or delegate this Agreement or any of its rights or duties under this Agreement without the prior written consent of the other except either party may assign this Agreement to a person or entity into which it has been merged or which has otherwise succeeded to all or substantially all of its business.

11. IMPOSSIBILITY OF PERFORMANCE

If, for any reason outside the control of IIJA, performance by IIJA of the services or any of them becomes impractical for any reason after IIJA has taken all reasonable steps to rectify the situation, then the parties will together seek alternative solutions. If no practical alternative solution can be found, then responsibility for the performance of such services that cannot any longer be performed shall cease without liability falling upon IIJA.

12. FORCE MAJEURE

Neither IIJA nor IIJ shall be held liable for default, in the event that it fails in the performance of all or part of its obligations under this Agreement due to force majeure such as an act of God, a fire, an order or disciplinary action by any governmental authority, and a transportation accident. In such case, the relevant party shall promptly notify the other party, and consult with the other party on the subsequent procedures to be taken.

13. WAIVER

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Failure at any time by either of the parties to enforce any of the provisions of this Agreement shall not be construed as a waiver by such party of such provisions or in any way affect the validity of this Agreement or any part thereof.

14. LAW

The provision of this Agreement shall be construed in accordance with the laws of New York, without giving effect to conflict of law principles thereof.

INTERNET INITIATIVE JAPAN, LTD.

By: /s/ Koichi Suzuki
    -----------------------------------
    Koichi Suzuki
    President and CEO


Date: March 25, 2004

IIJ AMERICA, INC.

By: /s/ Isao Momota
    -----------------------------------
    Isao Momota
    President


Date: March 25, 2004

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EXHIBIT 1 - DESCRIPTION OF SERVICE

IIJA shall provide the following services for IIJ:

1. 1. Negotiating and arranging with IIJ for connections between the international lines to the routers which are possessed by IIJA and back out to other U.S. ISPs through data lines and connections. Ensuring that such connections are in place and operative 24 hours a day and seven days a week.

2. Obtaining and maintaining routers at several points of presence (POP) with the necessary capacity and functionality.

3. Ensuring that the backbone network within the United States is constantly in good working condition in 24 hours a day, seven days a week.

4. In case of backbone circuit or router failures, IIJA will divert all traffic to the alternative path that remains intact and unaffected by the failure, and then investigate the cause of failure without impacting production of traffic flow. IIJA will work with U.S. local carriers and vendors until the failure is recovered.

5. Providing various liaison and information gathering services for IIJ regarding the Internet market opportunities, market competitions and trends, activities by U.S. ISPs and telecom carriers in the U.S. market, in addition to other services as listed above.

Notes: IIJA currently operates its backbone facility in five points of presence (POP) in New York, New York; Palo Alto, San Jose, and Los Angeles, California; and Ashburn, Virginia.

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(Translation) Exhibit 4.23 Agreement on Limited Liability

Internet Initiative Japan, Inc. ("IIJ") and [name of outside director], an outside director of IIJ, (the "Director") agree as follows in respect of limited liability for damages of the Director to the company pursuant to the provision of Article 266 paragraph 19 of the Commercial Code of Japan.

Article 1. (Maximum Amount of Limited Liability)

If, after the execution hereof, the Director conducts any of the acts stipulated in Article 266 paragraph 1 item 5 of the Commercial Code of Japan as an outside director of IIJ and causes IIJ to sustain any damages as a result of such act, the Director shall, save for acts conducted by himself/herself with any willful misconduct or gross negligence, bear the limited liability for such damages amounting to 10 million yen or the aggregate of the amounts set forth in Article 266 paragraph 19 item 1 through item 3, whichever is higher.

Article 2. (Expiration of Agreement on Limited Liability)

This Agreement shall expire at any time in the future if the Director becomes a director, an executive officer, or an employee entitled to execute the business of IIJ or a subsidiary thereof.

Article 3. (In case of Reelection)

This Agreement shall apply to the acts which the Director conducts until he/she retires from the position of director of IIJ; provided, however, if upon expiration of the term of office as a director, the Director is reelected as a director of IIJ and assumes the position, this Agreement shall remain effective with respect to the acts conducted by such director after the reelection. The same shall apply thereafter.

Article 4. (Deposit of Certificate of Stock Acquisition Rights)


If in case the Director possesses the certificate of stock acquisition rights issued concerning the rights set forth in Article 280-19 paragraph 1 of the Commercial Code of Japan which is granted pursuant to the resolution set forth in Article 280-21 paragraph 1 of the Commercial Code of Japan IIJ notifies the Director that the Director has caused IIJ to sustain damages by conducting the acts set forth in Article 266 paragraph 1 item 5 of the Commercial Code of Japan, the Director shall promptly deliver the certificate of stock acquisition rights to the care and custody of IIJ.

Article 5. (Disclosure of Agreement on Limited Liability)

IIJ may disclose the existence and contents of this Agreement to a third party if such disclosure is required by provisions of applicable laws or regulations.

Article 6. (Jurisdiction by Agreement)

Any incident or dispute arising out of or in relation to this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

IN WITNESS WHEREOF, this Agreement is executed in duplicate, and with their seals and signatures affixed, each party retains one original, respectively.

June 24, 2004

IIJ:         Internet Initiative Japan, Inc.
             1-105, Kanda Jinbo-cho,
             Chiyoda-ku, Tokyo, Japan

             Koichi Suzuki
             Representative Director

Director:    [name of outside director]


Exhibit 11.1

Internet Initiative Japan Code of Conduct

Table of Contents

I. Purpose of this Code

II. Compliance with Applicable Law

III. Reporting and Accountability

IV. Fair Dealing

V. Conflict of Interest

VI. Dealing with Government Officials

VII. Confidential Information

VIII. Company's Assets

IX. Corporate Opportunities

X. Inside Information and Securities Trading

XI. Media Relations and Public Inquiries

XII. Financial Reporting and Accuracy of Company Records

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I. PURPOSE OF THIS CODE
The following information constitutes IIJ's corporate Code of Conduct (this "Code"), which applies to all IIJ directors, officers and employees.

The Board of Directors has adopted this Code to:

(1) promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;
(2) promote full, fair, accurate, timely and understandable disclosure;
(3) promote compliance with applicable laws and governmental rules and regulations;
(4) ensure the protection of IIJ's legitimate business interest, including corporate opportunities, assets and confidential information; and
(5) deter wrongdoing.

All directors, officers and employees of IIJ are expected to be familiar with this Code and to adhere to those principles and procedures set forth in this Code that apply to them.

From time to time, IIJ may waive some provisions of this Code. Any waiver of this Code for officers or directors of IIJ may be made only by the Board of Directors, after consulting with the Board of Statutory Auditors, and must be disclosed as required by the United States Securities and Exchange Commission ("SEC") or the Nasdaq Stock Market ("Nasdaq") rules. Any waiver for other employees may be made only by the Chief Executive Officer ("CEO") or, if with respect to any material situation, by the Board of Directors.

The CEO may delegate his authority in this Code to an officer who is in charge of internal controls. Such delegation shall be authorized only by the Board of Directors.

IIJ shall take all action to ensure that this Code is applied to all directors, officers and employees of IIJ's subsidiaries; except that, if such application to any director, officer or employee of a subsidiary of IIJ conflicts with laws of the relevant jurisdiction, IIJ shall modify the application of this Code, with respect to such subsidiary, to avoid such conflict, but only to the extent that such modification is not inconsistent with the United States federal securities laws and regulations, as well as the regulations of Nasdaq. IIJ shall also take action to apply this Code to the directors, officers and employees of its affiliates.

II. COMPLIANCE WITH APPLICABLE LAW IIJ is committed to conducting its business in strict compliance with all applicable governmental laws, rules and regulations, including but not limited to laws, rules and regulations related to securities, labor, employment and workplace safety matters. Directors, officers and employees are expected at all times to conduct their activities on behalf of IIJ in accordance with all applicable laws and regulations as well as

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internal company rules and this Code. In addition to the laws of Japan, as a Nasdaq listed company, IIJ is subject to regulations of the SEC and Nasdaq and required to comply with United States federal securities laws and regulations.

III. REPORTING AND ACCOUNTABILITY The CEO is responsible for applying this Code to specific situations in which questions are presented to the CEO and has the authority to interpret this Code in any particular situation for any employee; except that, in case of any material situation involving any employee, such responsibility and authority shall be assumed by the Board of Directors and, in case of any situations involving any officer or director, such responsibility and authority shall be assumed by the Board of Statutory Auditors. Any director, officer or employee who becomes aware of any existing or potential violation of this Code is required to notify the CEO promptly. Failure to do so is itself a violation of this Code. In case of any situation with respect to which the CEO does not have the responsibility or authority described above, the CEO shall notify the Board of Directors or the Board of Statutory Auditors, as the case may be. Failure to do so is itself a violation of this Code.

A director, officer or employee who is unsure of whether or not a situation violates this Code should discuss the situation with the CEO to prevent possible misunderstandings and embarrassment at a later date.

Each director, officer or employee must:

(1) Notify the CEO promptly of any existing or potential violation of this Code.
(2) Not retaliate against any other director, officer or employee for reports of potential violations that are made in good faith and protect its identities to the extent consistent with law and this Code.

The CEO shall take all action he considers appropriate to investigate any potential or existing violation by an employee reported to him; except that, in case of any material potential or existing violation by any employee, such action shall be taken by the Board of Directors and, in case of any potential or existing violation by an officer or director, such action shall be taken by the Board of Statutory Auditors. If a violation has occurred, IIJ will take such disciplinary or preventive action as it deems appropriate, after consultation
(i) with the CEO, in case of any non-material violation by an employee, (ii) with the Board of Directors, in the case of any material violation by an employee, or (iii) with the Board of Statutory Auditors, in the case of any violation by an officer or director.

IV. FAIR DEALING It is the policy of IIJ to comply with applicable antitrust, competition and fair trade laws and regulations of each country and region where IIJ conducts its businesses. Directors, officers and employees are required to deal fairly with IIJ's financial institutions, customers, suppliers, vendors, competitors, agents

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and other entities, to base their business relationships on lawful, efficient and fair practices and to use only ethical practices when dealing with actual or potential counterparties, including financial institutions, customers, suppliers, vendors, competitors, agents and other parties. It is prohibited to give and accept anything of value from any current or potential counterparties, including financial institutions, suppliers or vendors as inducement for or in return for business or preferential treatment and to take advantage of any financial institution, customer, supplier, competitor or other entity through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practices.

V. CONFLICT OF INTEREST
Business decisions and activities must be based on the best interests of IIJ and must not be motivated by, or appear to be motivated by, personal considerations or relationships. Any director, officer and employee should avoid any action which may involve, or appears to involve, a conflict of interest with IIJ. Relationships with actual or potential suppliers, contractors, customers or competitors must not affect, or appear to affect, your independent and sound judgment on behalf of IIJ. Directors, officers and employees are required to disclose to the CEO any situation that may be, or appears to be, a conflict of interest.

In particular, clear conflict of interest situations involving directors, officers and other employees who occupy supervisory positions or who have discretionary authority in dealing with any third party specified below may include the following:

(1) any significant ownership interest in any supplier or customer;
(2) any consulting or employment relationship with any customer, supplier or competitor;
(3) any outside business activity that detracts from an individual's ability to devote appropriate time and attention to his or her responsibilities with IIJ;
(4) the receipt of non-nominal gifts or excess entertainment from any company with which IIJ has current or prospective business dealings;
(5) being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member; and
(6) selling anything to IIJ or buying anything from IIJ, except on the same terms and conditions as comparable directors, officers or employees are permitted to so purchase or sell.

Such situations, if material, should always be discussed with the CEO.

VI. DEALING WITH GOVERNMENT OFFICIALS It is strictly prohibited to, directly or indirectly, promise, offer or make payment in money or anything of value to government officials for the purpose of, or that appears to be for the purpose of, seeking

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favorable business treatment or improperly affecting business or government decisions. In many countries gifts or payments to government officials are specifically prohibited by law. Any director, officer, or employee involved in sales or other transactions with government officials should ensure that such transactions comply with all applicable laws and regulations and avoid even the appearance of impropriety.

VII. CONFIDENTIAL INFORMATION IIJ will protect its own confidential and proprietary information as well as the information that financial institutions, customers, suppliers, competitors or their employees entrust to IIJ. Directors, officers and employees are required to maintain the confidentiality of all confidential and proprietary information and not to disclose or distribute any confidential or proprietary information except when authorized by the company. Directors, officers and employees are also required to use such information only for the purpose permitted by the company in connection with their duties at IIJ. Even within IIJ, directors, officers and employees shall only disclose confidential or proprietary information to those employees who have business-related "need-to-know".

VIII. COMPANY'S ASSETS Directors, officers and employees have a responsibility to protect the IIJ assets entrusted to them from loss, damage, misuse or theft. Such assets include both tangible and intangible assets, including IIJ's name, logo, brand, trademark, service marks, copyrights, patents, trade secrets, inventions, products, know-how, marketing and financial plans, databases, records and other intellectual property and may only be used for business purposes and other purposes approved by the Board of Directors.

IX. CORPORATE OPPORTUNITIES Directors, officers and employees owe a duty to IIJ to advance IIJ's business interests. Directors, officers and employees are prohibited from taking for themselves or directing to a third party a business opportunity that is discovered through the use of corporate property, information or position, unless IIJ has already been offered the opportunity and determined not to pursue it. More generally, directors, officers and employees are prohibited from using corporate property, information or position for personal gain and from competing with IIJ.

Sometimes the line between personal and IIJ benefits is difficult to draw, and sometimes there are both personal and IIJ benefits in certain activities. Directors, officers and employees who intend to make use of IIJ property or services in a manner not solely for the benefit of IIJ should consult beforehand with the CEO.

X. INSIDE INFORMATION AND SECURITIES TRADING
It is illegal to use insider information when buying, selling or trading stocks or other securities, including not only the Company securities but also the securities of other companies about which directors, officers or employees have "material non-public information" as a result of business activities. "Material non-

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public information" is any non-public information which can be expected to affect the judgement of reasonable investors as to whether or not to buy, sell, or hold the securities in question. It includes financial performance including earnings, dividend plans, significant litigation exposure due to actual or threatened litigation, news of a pending or proposed acquisition or merger, corporate partnerships, acquisitions or strategic alliances, the disposition of assets, new equity or debt offerings, changes in senior management or any other significant activities. Directors, officers and employees must handle "material non-public information" just like other IIJ's proprietary information and must not disclose "material non-public information" unless authorized by IIJ. Any director, officer or employee who is uncertain about the legal rules involving a purchase or sale of any IIJ securities or any securities in companies that he or she is familiar with by virtue of his or her work for IIJ, should consult with the CEO before making any such purchase or sale.

XI. MEDIA RELATIONS AND PUBLIC INQUIRIES IIJ takes seriously its legal and business obligations to communicate accurately with the news media, regulatory agencies and other entities. Inappropriate comment to such entities may be damaging. To ensure professional and consistent handling of communication with any such entities, requests from the news media, press agents and other mass media should be forwarded to IIJ's investor relations section and the request from regulatory agencies and other governmental authority should be forwarded to IIJ's legal section.

XII. FINANCIAL REPORTING AND ACCURACY OF COMPANY RECORDS IIJ is required by law and exchange regulations to make full, accurate, timely and understandable disclosure in the reports and documents that IIJ files with, or submits to the SEC, Nasdaq and other regulatory entities and in all other public communication it makes. All records, recordation and reporting, maintenance of information, including but not limited to business transactions, books and other financial records, must be accurate, complete and timely and must be a fair representation of facts.

Each director, officer or employee involved in IIJ's disclosure process, including the CEO, the Chief Financial Officer and the Chief Accounting Officer, is required to be familiar with and comply with IIJ's disclosure controls and procedures and internal control over financial reporting, to the extent relevant to his or her area of responsibility, so that IIJ's public reports and documents filed with SEC or Nasdaq comply in all material respects with the applicable federal securities law and SEC and Nasdaq rules. In addition, each person having direct or supervisory authority regarding these SEC filing or IIJ's other public communications concerning its general business, results, financial condition and prospects, should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

Each director, officer or employee who is involved in IIJ's disclosure process, including without limitation the Chief Financial Officer, must:

6

(1) Familiarize himself or herself with the disclosure requirement applicable to IIJ as well as the business and financial operations of IIJ;
(2) Not knowingly misrepresent, or cause others to misrepresent, facts about IIJ to others, whether within or outside IIJ, including to IIJ's independent auditors and governmental regulators; and
(3) Properly review and critically analyze proposed disclosure for accuracy and completeness.

7

Exhibit 12.1

CERTIFICATIONS

I, Koichi Suzuki, certify that:

1. I have reviewed this annual report on Form 20-F of Internet Initiative Japan Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date:  July 23, 2004

                                                    /s/ Koichi Suzuki
                                             ----------------------------------
                                                        KOICHI SUZUKI
                                          PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                                  REPRESENTATIVE DIRECTOR


CERTIFICATIONS

I, Akihisa Watai, certify that:

1. I have reviewed this annual report on Form 20-F of Internet Initiative Japan Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date:  July 23, 2004


                                                     /s/ Akihisa Watai
                                         ---------------------------------------
                                                       AKIHISA WATAI
                                          DIRECTOR, CHIEF FINANCIAL OFFICER AND
                                                 CHIEF ACCOUNTING OFFICER


Exhibit 13.1

CERTIFICATION
PURSUANT TO SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
UNITED STATES CODE

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Internet Initiative Japan Inc., a Japanese corporation (the "Company"), hereby certifies, to such officer's knowledge, that:

The Annual Report on Form 20-F for the year ended March 31, 2004 (the "Report") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: July 23, 2004                          /s/ Koichi Suzuki
                                              ----------------------------------
                                              Koichi Suzuki
                                              President, Chief Executive Officer
                                              and Representative Director

The foregoing certification is being furnished solely pursuant to subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code and is not being filed as part of the Report or as a separate disclosure document.


CERTIFICATION
PURSUANT TO SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
UNITED STATES CODE

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Internet Initiative Japan Inc., a Japanese corporation (the "Company"), hereby certifies, to such officer's knowledge, that:

The Annual Report on Form 20-F for the year ended March 31, 2004 (the "Report") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: July 23, 2004                       /s/ Akihisa Watai
                                           -------------------------------------
                                           Akihisa Watai
                                           Director, Chief Financial Officer and
                                           Chief Accounting Officer

The foregoing certification is being furnished solely pursuant to subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code and is not being filed as part of the Report or as a separate disclosure document.