TOKYO, January 22, 2003 - At board meetings today, the directors of CSK CORPORATION ("CSK"), CSK Network Systems Corporation ("CSK-NET"), and ServiceWare Corporation ("SWC") resolved that the latter two companies become wholly owned subsidiaries of CSK through share swaps, concluding a memorandum of understanding on the decision.

The companies plan to conclude formal share swap contracts in late February, with CSK-NET and SWC seeking approval from shareholders at extraordinary meetings in late March. The share swaps are scheduled for May 1, 2003.

1. Outline of Full Takeover
CSK Group is pursuing its goal of becoming e-Service No. 1, and under the theme of Lifetime Full Support is meeting demand from customers for optimized cost/performance over the lifetime of systems, while offering full-line e-services. Specific business initiatives under this strategy include 1) integrating systems integration and systems management services, 2) promoting Business Process Outsourcing (BPO) services, and 3) utilizing the Group's e-Service infrastructure such as call centers and e-Service data centers.

In support of this strategy CSK is continuing to reorganize and optimize Group structure, with the aim of maximizing corporate value. Dispersed or overlapping businesses are being integrated and reorganized as the Group seeks to provide even higher levels of customer service, and through wholly taking over CSK-NET and SWC, CSK is meeting structural objectives while improving the speed and quality of decision making.

CSK-NET, with its key data center-based systems management capabilities, is a core business within the Group. CSK now intends to further strengthen relationships between CSK-NET and individual Group companies, and by integrating systems integration and systems management services and making full use of e-Service data centers aims to provide added-value services to customers.

SWC businesses include human resources outsourcing, systems administration and management services, and IT-related technical call center operations. CSK intends to develop SWC as the core provider of BPO services within Group companies, increasing its links with Group call centers and offering comprehensive services in support of clients' total business process operations.

2. Terms of share swap

(1) Planned share swap schedule
	January 22, 2003		Boards approve memoranda of understanding on share swaps
	January 22, 2003		Memoranda of understanding concluded
	Late February 2003		Boards approve share swap contracts
	Late February 2003		Share swap contracts concluded
	Late March 2003		General shareholders meetings at CSK-NET and SWC to authorize share swap contracts
	April 30, 2003		Due date for submission of CSK-NET and SWC stock certificates
	May 1, 2003		Shares swapped
Note:	In line with Article 358-1 of the Commercial Code, CSK will carry out the share swap contracts without obtaining approval at a general shareholders meeting.

(2) Share swap ratio
CSK, CSK-NET and SWC commissioned Chuo Aoyama Pricewaterhouse Coopers Financial and Risk Management to calculate the share swap ratios. The three companies discussed the results of those calculations and reached the agreement below.

In the event of significant changes to the conditions on which the share swap ratios were based, the three companies may agree to change the share swap ratios.

(3) Proceeds from stock exchange
The timing and amounts of proceeds from stock exchange have yet to be decided.

3. Company outline as at September 30, 2002

(1) Company name	CSK CORPORATION (Parent company)	CSK Network Systems Corporation (100% subsidiary)	ServiceWare Corporation (100% subsidiary)
(2) Main business	Systems integration services; Systems development and consulting; Network systems development; Applications development/ component technology and tool development; Outsourcing service; Systems related hardware sales; Training services; User support services etc.	Network services; Information processing services; Systems development; Sales of systems equipment etc.	Helpdesk services such as information support services through technical support centers; Systems operation and management services such as management of Client/Server systems; Total office services such as OA-related business processing services etc.
(3) Established	October 1968	September 1984	March 1983
(4) Head office	2-6-1 Nish-Shinjuku, Shinjuku-ku, Tokyo	2-6-1 Nish-Shinjuku, Shinjuku-ku, Tokyo	2-6-1 Nish-Shinjuku, Shinjuku-ku, Tokyo
(5) Representative	President & Chief Executive Officer Masahiro Aozono	President and Representative Director Nariaki Hino	President Shozo Hirose
(6) Paid-in capital	¥69,034 million	¥4,070 million	¥1,988 million
(7) Shares outstanding	74,703,064	7,222,100	6,514,600
(8) Shareholders' capital	¥153,285 million	¥12,431 million	¥10,385 million
(9) Total assets	¥262,072 million	¥19,168 million	¥13,166 million
(10) Fiscal year end	March 31	March 31	March 31
(11) Number of employees	4,807	412	933
(12) Key clients	Nippon Life Insurance Company Sumitomo Trust Bank, (others)	CSK CORPORATION (others)	CSK CORPORATION Microsoft Asia LTD. (others)
(13) Principal shareholders and percentage held	CSK CORPORATION: 5.43% OE Corporation: 4.76% The Master Trust Bank of Japan, Ltd.; (As of Nov. 30, 2002)* 4.56%	CSK CORPORATION: 52.80% CSK Network Systems Employee Ownership Plan; 3.66% The Nomura Trust and Banking Co., Ltd.; 3.41%	CSK CORPORATION: 56.41% ServiceWare Corporation Employee Ownership Plan; 3.79% The Master Trust Bank of Japan, Ltd.; 3.41%
(14) Main bank	Sumitomo Trust Bank (others)	UFJ Bank (others)	UFJ Bank (others)
(15) Company relationship
Capital relationship	(As on right)	CSK-NET is a consolidated subsidiary of CSK.	SWC is a consolidated subsidiary of CSK.
Personnel relationship	(As on right)	Three directors of CSK-NET are also directors of CSK, one auditor of CSK-NET is also an auditor of CSK, and one auditor of CSK-NET is also an employee of CSK.	Two directors of SWC are also directors of CSK.
Transaction relationship	(As on right)	CSK CORPORATION's Information and Communication services are handled by CSK-NET.	CSK CORPORATION's Information support services are handled by SWC.

^*Because of changes to principal shareholders since October 1, 2002, principal shareholders are presented as at November 30, 2002.

4. Results of past three financial years

(1) CSK CORPORATION (Parent company)

(Unit: yen, million)

(Parent) (Consolidated) FY ended: March 31, 2000 March 31, 2001 March 31, 2002 March 31, 2000 March 31, 2001 March 31, 2002 Net sales 101,840 120,982 127,633 409,746 418,600 423,703 Operating income 6,839 11,682 10,532 10,326 9,314 15,394 Ordinary income 11,358 12,189 9,202 2,354 (6,295) 5,410 Net income (loss) 5,879 (5,613) (29,852) (5,517) (21,353) 14,220 Net income (loss) per share (¥) 91.42 (75.15) (399.63) (88.10) (287.04) 190.37 Dividend per share (¥) 12.00 12.00 12.00 - - - Equity capital per share (¥) 2,248.92 2,455.70 2,027.40 968.44 1,139.26 1,269.12

(2) CSK-Net (100% subsidiary)

	(Parent)
FY ended:	March 31, 2000	March 31, 2001	March 31, 2002
Net sales	25,659	29,524	33,253
Operating income	1,439	2,047	2,563
Ordinary income	1,407	1,990	2,425
Net income (loss)	723	940	1,036
Net income (loss) per share (¥)	119.42	148.31	152.17
Dividend per share (¥)	Old shares 25.00 New shares 8.88	25	25
Equity capital per share (¥)	1,258.48	1,484.71	1,743.47

(3) SWC (100% subsidiary)

	(Parent)			(Consolidated)
FY ended:	March 31, 2000	March 31, 2001	March 31, 2002	March 31, 2000	March 31, 2001	March 31, 2002
Net sales	13,430	15,173	17,568	-	-	17,553
Operating income	1,216	1,438	1,816	-	-	1,693
Ordinary income	1,230	1,460	1,812	-	-	1,686
Net income (loss)	722	492	733	-	-	659
Net income (loss) per share (¥)	1,310.50	86.09	115.73	-	-	104.02
Dividend per share (¥)	Old shares 100 New shares 18	10	15	-	-	-
Equity capital per share (¥)	11,865.95	1,334.71	1,567.20	-	-	1,555.70

 

5. Share transfer situation

(1) There are currently no plans to change the company's name, main business, or head office location in association with the share transfer.
(2) Capital/capital surplus
The amount of increase or surplus in CSK's capital has not yet been finalized.
(3) Impact on CSK's consolidated results.
Because CSK-Net and SWC are already consolidated subsidiaries of CSK, the impact of these transfers on CSK's consolidated results is expected to be minimal.