CSK CORPORATION 

Tokyo May 13, 2004 - At meetings today, the board of directors of CSK CORPORATION ("CSK") and Japan Future Information Technology & Systems Co., Ltd. ("JFITS") resolved that JFITS become a wholly owned subsidiary of CSK through a share swap, and concluded a formal share swap contract.

Following its ratification at the JFITS ordinary general shareholders meeting scheduled for June 22, the share swap will take place on August 1.

1. Outline of Full Take Over
   
   CSK's Group vision is to continuously contribute to the productivity of customers with unparalleled IT expertise. CSK is restructuring group companies and aims to create value-added services and has positioned Business Process Outsourcing ("BPO"), which manages the operations of process services and contact centers, and IT Outsourcing ("ITO"), which brings together a range of services from systems integration to management, as strategic business areas.
   
   The finance industry, which accounts for a large proportion of CSK's clients, is undergoing significant changes including restructuring regulation changes, and a diversification of the needs of the industry's customers. CSK believes that within these changes there is demand for advanced network systems needed for instant settlements and orders in securities companies, and for services capable of increasing operating efficiencies in brokerage operations.
   
   By making JFITS a wholly owned subsidiary of CSK through a share swap, CSK aims to extract the maximum value of JFITS, whose strengths are in providing IT solutions to the securities and finance industries, and to achieve a group structure that can provide higher quality client services.
   
   By organically linking JFITS's system integration expertise in securities and finance with the securities operations experience of Cosmo Securities Co., Ltd., another CSK group member, and the skills and assets held by CSK group BPO and ITO companies, we aim to improve the value-added element of services provided to clients, while also creating new value at the same time.
   
   
2. Terms and conditions of share swap
   
   (1)Planned share swap schedule
   

   	May 13, 2004	Boards approve share swap contract
   	May 13, 2004	Share swap contract concluded
   	June 22, 2004	Ordinary general shareholders' meeting of JFITS ratifies share swap
   	July 27, 2004	JFITS delists
   	July 30, 2004	Due date for submission of JFITS share certificates
   	August 1, 2004	Shares swapped
   	· As per the provisions of Article 358, Clause 1 of the Commercial Code (regarding basic share exchanges), the share swap does not require ratification at the CSK general shareholders' meeting. · The abovementioned schedule may be changed if the share swap proceedings make it necessary or for other reasons following deliberation between the relevant parties.

   
   (2)Share swap ratio
   

   CSK and JFITS commissioned Chuo Aoyama PricewaterhouseCoopers Financial and Risk Management Co., Ltd. to calculate the share swap ratio. They 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 ratio were based, they may agree to change the share swap ratio.   CSK (Parent Company) JFITS (100% subsidiary) Share swap ratio 1 56 56 shares of CSK are therefore to be allotted against each single share of JFITS Note: Chuo Aoyama PricewaterhouseCoopers Financial and Risk Management, which advises CSK and JFITS, used the following basis to calculate the share swap ratio. For CSK, it used the average share price method to compute enterprise value. For JFITS, the measures were the average share price method and discounted cash flow method. Share allocations to JFITS shareholders will be conducted with CSK common stock held by CSK. However, CSK will not allocate shares against the 20,475 shares in JFITS that it already owns.

   
   (3)Initial record date for dividends
   

   The start of the record date for distributing dividends on CSK shares in respect of the share exchange shall be April 1, 2004.

   
   (4)Common stock and additional paid-in capital
   

   Anticipated increases in the amounts of CSK common stock and additional paid-in capital following the share swap shall be as follows: · Common Stock: No increase · Additional Paid- in Capital: Additional paid-in capital will be increased by the net asset value of JFITS on the day of the share swap adjusted by the ratio of the number of shares in JFITS for which CSK shares have been exchanged to the total number of issued shares in JFITS, minus the total book value of CSK shares transferred to JFITS. However if the above calculation does not result in an increased value there will be no increase in additional paid-in capital.

   
   (5)Proceeds from share swap
   

   There will not be any proceeds from this share swap

   
   (6)Succession of rights to new shares
   

   As per Article 352, Clause 3 of the Commercial Code, new share rights in the form of stock options (pre-succession new share rights) held by JFITS directors and employees will be transferred to CSK in the following manner: Type of shares covered by new share rights CSK common stock Number of shares covered by new share rights Calculated by multiplying the pre-succession new share rights by the allocation ratio, with units of less than one stock rounded up. Amount payable when exercising new share rights Amount payable for new share rights divided by the allocation ratio. Exercise period for new share rights Same as for pre-succession new share rights

   
   
3. Outline of companies (as of March 31, 2004)
   
   

   (1)Company name	CSK CORPORATION (Parent company)	Japan Future Information Technology & Systems Co., Ltd (100% subsidiary)
   (2)Main business	System integration services; Systems development and consulting; Network systems development; Applications development/ component technology and tool development; outsourcing services; Systems related hardware sales; Training services, User support services etc.	Specialized information systems development for securities and financial companies.
   (3)Established	October 1968	February 1998
   (4)Head office	Minami-Aoyama 2-26-1, Minato-ku, Tokyo	Kinshi 3-2-1, Sumida-ku, Tokyo
   (5)Representative	Chairman & Chief Executive Officer (CEO) Masahiro Aozono	President Masanori Furunuma
   (6)Paid-in capital	¥69,138 million	¥1,071 million
   (7)Shares outstanding	76,538,663	33,567
   (8)Shareholders' equity	¥123,268 million	¥3,936 million
   (9)Total assets	¥263,994 million	¥10,604 million
   (10)Fiscal year end	March 31	March 31
   (11)Number of employees	4,768	376
   (12)Main customers	Nissay Information Technology Co., Ltd. (others)	Matsui Securities Co., Ltd. Mizuho Trust & Banking Co., Ltd. (others)
   (13)Principal shareholders and percentage held	Japan Trustee Services Bank, Ltd. 12.54% The Master Trust Bank of Japan, Ltd. 8.21% OE Corporation 4.64%	CSK 61.00% Matsui Securities 6.86% JFITS employees 1.84%
   (14)Main bank	Sumitomo Trust Bank (others)	The Bank of Tokyo-Mitsubishi, Ltd. Sumitomo Mitsui Banking Corporation Mizuho Corporate Bank, Ltd. UFJ Bank Limited (others)
   (15)Relationship with CSK
   Capital relationship	(As on right)	Consolidated subsidiary
   Personnel relationship	(As on right)	From April 1, 2004, 3 directors became directors of CSK, one auditor became a CSK corporate advisor, and one became an executive officer.
   Transaction relationship	(As on right)	Outsourced systems development

   
   
4. Results from three previous fiscal years
   

   (1)CSK(Parent company)

   (Unit: yen, million)

   	Non-consolidated			Consolidated
   FY ended:	March 31, 2002	March 31, 2003	March 31, 2004	March 31, 2002	March 31, 2003	March 31, 2004
   Net sales	127,633	129,346	146,420	423,703	357,505	378,472
   Operating income	10,532	10,205	7,892	15,394	22,092	28,290
   Ordinary income	9,202	7,091	10,063	5,410	16,361	30,565
   Net income (loss)	(29,852)	(47,757)	18,527	14,220	10,781	21,424
   Net income (loss) per share (¥)	(399.63)	(649.69)	243.03	190.37	148.25	283.85
   Dividend per share (¥)	12.00	12.00	15.00	--	--	--
   Shareholders' equity per share (¥)	2,027.40	1,281.46	1,615.56	1,269.12	1,237.10	1,702.47

   
   

   (2)JFITS(100% Subsidiary)

   (Unit: yen, million)

   	Non-consolidated			Consolidated
   FY ended:	March 31, 2002	March 31, 2003	March 31, 2004	March 31, 2004
   Net sales	10,244	10,300	8,026	8,026
   Operating income	670	746	(464)	(464)
   Ordinary income	636	723	(487)	(468)
   Net income (loss)	634	1,018	(493)	(474)
   Net income (loss) per share (¥)	19,526.28	30,764.11	(14,890.27)	(14,319.00)
   Dividend per share (¥)	0	3,000	0	--
   Shareholders' equity per share (¥)	104,197.58	132,973.21	117,859.43	88,027.20

   
   
5. Share transfer situation
   

   (1)	There are currently no plans to change the companies' names, business, and head office as a result of the share transfer.
   (2)	Impact on CSK's consolidated results JFITS is already a consolidated subsidiary of CSK and so there will be no significant impact on consolidated results as a result of this share exchange.