FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2011
Commission File Number 1-8320
Hitachi, Ltd.
(Translation of registrants name into English)
6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8280, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
This report on Form 6-K contains the following:
| 1. | Translation of quarterly report filed with the Japanese government pursuant to the Financial Instruments and Exchange Act of Japan |
| 2. | Press release dated November 25, 2011 regarding realignment of battery business framework |
| 3. | Press release dated November 25, 2011 regarding executive change and organization change |
| 4. | Press release dated November 25, 2011 regarding commencement of tender offer by subsidiary |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Hitachi, Ltd. | ||||||
| (Registrant) | ||||||
| Date November 28, 2011 | By | /s/ Toshiaki Kuzuoka | ||||
| Toshiaki Kuzuoka | ||||||
| Senior Vice President and Executive Officer | ||||||
Quarterly Report
pursuant to Article 24-4-7.1 of
the Financial Instruments and Exchange Act of Japan
For the Second Quarter of 143rd Business Term
(from July 1, 2011 to September 30, 2011)
Hitachi, Ltd.
Tokyo, Japan
Notes:
| 1. | This is an English summary of the Quarterly Report filed with the Director of the Kanto Local Finance Bureau of the Financial Services Agency on November 14, 2011 pursuant to the Financial Instruments and Exchange Act of Japan. Certain information which has been previously filed with the SEC in other reports or is not material is omitted from this English summary. |
| 2. | Unless the context indicates otherwise, the term Company refers to Hitachi, Ltd. and the term Hitachi refers to the Company and its consolidated subsidiaries. |
CAUTIONARY STATEMENT
Certain statements found in this document may constitute forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect managements current views with respect to certain future events and financial performance and include any statement that does not directly relate to any historical or current fact. Words such as anticipate, believe, expect, estimate, forecast, intend, plan, project and similar expressions which indicate future events and trends may identify forward-looking statements. Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements and from historical trends. Certain forward-looking statements are based upon current assumptions of future events which may not prove to be accurate. Undue reliance should not be placed on forward-looking statements, as such statements speak only as of the date of this document.
Factors that could cause actual results to differ materially from those projected or implied in any forward-looking statement and from historical trends include, but are not limited to:
| | economic conditions, including consumer spending and plant and equipment investment in Hitachis major markets, particularly Japan, Asia, the United States and Europe, as well as levels of demand in the major industrial sectors Hitachi serves, including, without limitation, the information, electronics, automotive, construction and financial sectors; |
| | exchange rate fluctuations of the yen against other currencies in which Hitachi makes significant sales or in which Hitachis assets and liabilities are denominated, particularly against the U.S. dollar and the euro; |
| | uncertainty as to Hitachis ability to access, or access on favorable terms, liquidity or long-term financing; |
| | uncertainty as to general market price levels for equity securities in Japan, declines in which may require Hitachi to write down equity securities that it holds; |
| | the potential for significant losses on Hitachis investments in equity method affiliates; |
| | increased commoditization of information technology products and digital media-related products and intensifying price competition for such products, particularly in the Components & Devices and the Digital Media & Consumer Products segments; |
| | uncertainty as to Hitachis ability to continue to develop and market products that incorporate new technologies on a timely and cost-effective basis and to achieve market acceptance for such products; |
| | rapid technological innovation; |
| | the possibility of cost fluctuations during the lifetime of, or cancellation of, long-term contracts for which Hitachi uses the percentage-of-completion method to recognize revenue from sales; |
| | fluctuations in the price of raw materials including, without limitation, petroleum and other materials, such as copper, steel, aluminum, synthetic resins, rare metals and rare-earth minerals, or shortages of materials, parts and components; |
| | fluctuations in product demand and industry capacity; |
| | uncertainty as to Hitachis ability to implement measures to reduce the potential negative impact of fluctuations in product demand, exchange rates and/or price of raw materials or shortages of materials, parts and components; |
| | uncertainty as to Hitachis ability to achieve the anticipated benefits of its strategy to strengthen its Social Innovation Business; |
| | uncertainty as to the success of restructuring efforts to improve management efficiency by divesting or otherwise exiting underperforming businesses and to strengthen competitiveness and other cost reduction measures; |
| | general socioeconomic and political conditions and the regulatory and trade environment of countries where Hitachi conducts business, particularly Japan, Asia, the United States and Europe, including, without limitation, direct or indirect restrictions by other nations on imports and differences in commercial and business customs including, without limitation, contract terms and conditions and labor relations; |
| | uncertainty as to the success of alliances upon which Hitachi depends, some of which Hitachi may not control, with other corporations in the design and development of certain key products; |
| | uncertainty as to Hitachis access to, or ability to protect, certain intellectual property rights, particularly those related to electronics and data processing technologies; |
| | uncertainty as to the outcome of litigation, regulatory investigations and other legal proceedings of which the Company, its subsidiaries or its equity method affiliates have become or may become parties; |
1
| | the possibility of incurring expenses resulting from any defects in products or services of Hitachi; |
| | the possibility of disruption of Hitachis operations in Japan by earthquakes, tsunamis or other natural disasters, including the possibility of continuing adverse effects on Hitachis operations as a result of the earthquake and tsunami that struck northeastern Japan on March 11, 2011; |
| | uncertainty as to Hitachis ability to maintain the integrity of its information systems, as well as Hitachis ability to protect its confidential information or that of its customers; |
| | uncertainty as to the accuracy of key assumptions Hitachi uses to evaluate its significant employee benefit-related costs; and |
| | uncertainty as to Hitachis ability to attract and retain skilled personnel. |
The factors listed above are not all-inclusive and are in addition to other factors contained elsewhere in this document and in other materials published by Hitachi.
2
Outline
1. Consolidated Financial Summary
| (Millions of yen, except per share amounts) | ||||||||||||
| Six
months ended September 30, 2010 |
Six
months ended September 30, 2011 |
Year
ended March 31, 2011 |
||||||||||
| Revenues |
|
4,502,451 [2,349,885 |
] |
|
4,572,729 [2,422,036 |
] |
9,315,807 | |||||
| Income before income taxes |
263,808 | 133,010 | 432,201 | |||||||||
| Net income attributable to Hitachi, Ltd. |
|
158,049 [71,991 |
] |
|
50,949 [48,018 |
] |
238,869 | |||||
| Comprehensive income |
163,553 | 27,529 | 228,459 | |||||||||
| Total Hitachi, Ltd. Stockholders equity |
1,415,077 | 1,450,558 | 1,439,865 | |||||||||
| Total equity |
2,403,988 | 2,446,635 | 2,441,389 | |||||||||
| Total assets |
9,318,463 | 9,199,139 | 9,185,629 | |||||||||
| Net income attributable to Hitachi, Ltd. stockholders per share, Basic (yen) |
|
35.00 [15.94 |
] |
|
11.28 [10.63 |
] |
52.89 | |||||
| Net income attributable to Hitachi, Ltd. stockholders per share, Diluted (yen) |
32.68 | 10.55 | 49.38 | |||||||||
| Total Hitachi, Ltd. stockholders equity ratio (%) |
15.2 | 15.8 | 15.7 | |||||||||
| Cash flows from operating activities |
377,532 | 93,128 | 841,554 | |||||||||
| Cash flows from investing activities |
(105,640 | ) | (221,761 | ) | (260,346 | ) | ||||||
| Cash flows from financing activities |
(193,897 | ) | 104,027 | (584,176 | ) | |||||||
| Cash and cash equivalents at end of period |
633,817 | 510,643 | 554,810 | |||||||||
| Notes: | 1. The consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States. |
2. The figures of Revenues, Net income attributable to Hitachi, Ltd. and Net income attributable to Hitachi, Ltd. stockholders per share, Basic in square bracket are those in the three months ended September 30, 2010 and 2011, respectively.
2. Principal Businesses
There was no material change in principal businesses of Hitachi during the six months ended September 30, 2011.
Changes of businesses in each segment and major consolidated subsidiaries during the six months ended September 30, 2011 were as follows.
| | Effective from April 1, 2011, the batteries business was reclassified from the Components & Devices segment to the Automotive Systems segment. |
| | Hitachi Maxell Energy, Ltd., a wholly owned subsidiary of the Company in the Automotive Systems segment, was established through a separation of its batteries business from Hitachi Maxell, Ltd. on April 1, 2011. |
3
Business
1. Risk Factors
There was no new risk factor recognized during the six months ended September 30, 2011.
Material changes in the risk factors stated in the annual report for the 142nd business term pursuant to the Financial Instruments and Exchange Act of Japan were as follows.
Changes in We are subject to regulatory investigations, private litigation and governmental regulations that may result in substantial costs or otherwise harm our business.
In July 2011, a subsidiary and an affiliated company of the Company in Japan received statements of objections from the European Commission in respect of alleged antitrust violations relating to high-voltage power cables. In July 2011, a subsidiary of the Company in Japan was investigated by the Fair Trade Commission of Japan, a subsidiary in the U.S. was investigated by and received a grand jury subpoena from the Antitrust Division of the U.S. Department of Justice, the Company and a subsidiary in Europe received requests for information from the European Commission, and a subsidiary in Canada received requests for information from the Canadian Competition Bureau, all in respect of alleged antitrust violations relating to automotive equipment. In September 2011, a subsidiary of the Company in Korea received a notice of discontinuation of the investigation from the Competition Commission of Singapore in respect of alleged antitrust violations relating to optical disk drives. In October 2011, a subsidiary in Japan agreed to pay a fine in relation to the investigation from the Antitrust Division of the U.S. Department of Justice in respect of alleged antitrust violations relating to optical disk drives.
Changes in We may be subject to product liability claims that could result in significant direct or indirect costs.
In September 2008, Chubu Electric Power Co., Inc. filed a lawsuit against the Company in the Tokyo District Court. Chubu Electric Power sought compensation in the amount of ¥41.8 billion plus interest for consequential losses from the breakdown of certain turbine vanes in the nuclear reactors at Hamaoka Nuclear Power Station. In September 2011, the Tokyo District Court issued a settlement proposal requiring the Company to pay a settlement, and the lawsuit was subsequently settled in October 2011.
Changes in A substantial portion of our operations are conducted in Japan and earthquakes or other natural disasters or events may seriously disrupt them.
In October 2011, the situation of floods in Thailand worsened. As a result, Hitachi suffered damages to certain of its plants and offices in Thailand. The operations of Hitachis suppliers and customers were adversely affected by the floods. If the effects of the flood damages continue for a long, Hitachis operating activities, results of operations and financial condition may be adversely affected.
2. Contracts
No material contracts were entered into during the three months ended September 30, 2011.
3. Financial Condition, Business Results and Cash Flows
(1) Outline of Business Results
Effective from April 1, 2011, there was a change in segmentation between the Automotive Systems and the Components & Devices segments. Figures for each segment, including figures for the six months ended September 30, 2010 reflect the new segmentation.
Business Results
During the six months ended September 30, 2011, the global economy showed increased concerns about deceleration of its recovery due mainly to the sluggish economy in the U.S. and European sovereign debt crisis although the Chinese economy and other emerging nations economies continued to grow.
The Japanese economy showed signs of recovery, even though it experienced the power supply restrictions, disruptions to supply chains for parts and components and other factors caused by the Great East Japan Earthquake of March 11.
Under these conditions, total revenues in the six months ended September 30, 2011 increased 2% compared with the six months ended September 30, 2010, to ¥4,572.7 billion. This was attributable to higher revenues in the Others, Information & Telecommunication Systems and Construction Machinery segments, despite the effects of the Great East Japan Earthquake.
4
Cost of sales in the six months ended September 30, 2011 increased 3% compared with the six months ended September 30, 2010, to ¥3,435.4 billion, and the ratio of cost of sales to revenues accounted for 75% in the six months ended September 30, 2011, compared with 74% in the six months ended September 30, 2010.
Selling, general and administrative expenses in the six months ended September 30, 2011 increased 2% compared with the six months ended September 30, 2010, to ¥966.6 billion and their ratio to revenues was 21% in the six months ended September 30, 2011, which was the same level as in the six months ended September 30, 2010.
Other income in the six months ended September 30, 2011 was ¥6.4 billion, a ¥69.4 billion decrease compared with the six months ended September 30, 2010, due primarily to absence of large net gains from the sale of securities such as the sale of a substantial portion of shares of IPS Alpha Technology, Ltd. recorded in the six months ended September 30, 2010. Equity in net loss of affiliated companies in the six months ended September 30, 2011 increased ¥9.2 billion compared with the six months ended September 30, 2010, to ¥14.6 billion, due mainly to recording losses at the Companys equity method affiliated company in the semiconductor industry.
As a result of the above, income before income taxes in the six months ended September 30, 2011 decreased 50% compared with the six months ended September 30, 2010, to ¥133.0 billion.
Income taxes amounted to ¥55.2 billion in the six months ended September 30, 2011, a decrease of ¥4.0 billion compared with the six months ended September 30, 2010.
As a result of the above, net income in the six months ended September 30, 2011 decreased 62% compared with the six months ended September 30, 2010, to ¥77.7 billion.
Net income attributable to noncontrolling interests amounted to ¥26.7 billion in the six months ended September 30, 2011, a decrease of ¥19.6 billion compared with the six months ended September 30, 2010.
As a result of the above, net income attributable to Hitachi, Ltd. in the six months ended September 30, 2011 decreased 68% compared with the six months ended September 30, 2010, to ¥50.9 billion.
Business Results by Segment
The following is an overview of Hitachis results of operations by segment. Revenues for each segment include intersegment transactions.
(Information & Telecommunication Systems)
The segment recorded revenues of ¥797.0 billion, an increase of 3% compared with the six months ended September 30, 2010, as a result of increased revenues from software and services business due to increased sales of software and services related to storage solutions in the overseas market.
Segment profit decreased 10% compared with the six months ended September 30, 2010, to ¥31.0 billion, due mainly to the impact of the Great East Japan Earthquake.
(Power Systems)
Revenues decreased 3% compared with the six months ended September 30, 2010, to ¥372.4 billion due to lower sales of nuclear power generation systems in the aftermath of the Great East Japan Earthquake. This decrease was partially offset by higher sales of thermal power generation systems in the domestic market.
Segment profit decreased 96% compared with the six months ended September 30, 2010, to ¥0.6 billion due primarily to the impact of the Great East Japan Earthquake and a decline in profitability of coal-fired power systems in the overseas market.
(Social Infrastructure & Industrial Systems)
The segment recorded revenues of ¥513.5 billion, an increase of 1% compared with the six months ended September 30, 2010 due to higher sales of railway systems in the overseas market and increased sales of industrial equipment for the manufacturing industry. This increase was partially offset by lower sales of plant-related equipment and construction.
Segment profit decreased 41% compared with the six months ended September 30, 2010, to ¥6.3 billion, as a result of decline in profitability of plant-related equipment and construction due to lower sales.
5
(Electronic Systems & Equipment)
Revenues increased 1% compared with the six months ended September 30, 2010, to ¥533.5 billion, due primarily to higher sales of Hitachi Medical Corporation resulting from consolidating Aloka Co., Ltd. (currently Hitachi Aloka Medical, Ltd.) in January 2011. This increase was partially offset by lower sales in the liquid crystal displays -related products, parts and components sales business at Hitachi High-Technologies Corporation.
Segment profit increased 31% compared with the six months ended September 30, 2010, to ¥21.3 billion, reflecting higher earnings at Hitachi Kokusai Electric Inc. and Hitachi Koki Co., Ltd. due mainly to efforts to reduce costs.
(Construction Machinery)
Revenues increased 6% compared with the six months ended September 30, 2010, to ¥355.8 billion as a result of an increase in the shipments of hydraulic excavators due primarily to strong demand in the emerging markets, particularly in the Asian markets, as well as in the Japanese and the U.S. markets, mainly in the lease industries. This increase was partially offset by lower demand in China for hydraulic excavators and the impact of the yens appreciation.
Segment profit increased 42% compared with the six months ended September 30, 2010, to ¥25.8 billion, due to higher sales of services and parts and components, centered on mining machinery, and due to cost cutting.
(High Functional Materials & Components)
Revenues in the six months ended September 30, 2011 were ¥700.6 billion, which were the same level as in the six months ended September 30, 2010. Although, Hitachi Metals, Ltd. and Hitachi Cable, Ltd. recorded higher sales, sales at Hitachi Chemical Co., Ltd. declined due to lower demand for semiconductor- and liquid crystal displays-related materials, as well as lower automobile production because of the Great East Japan Earthquake.
Segment profit decreased 33% compared with the six months ended September 30, 2010, to ¥33.8 billion due to a decrease in profits at Hitachi Chemical, Hitachi Metals and Hitachi Cable because of the impact of the Great East Japan Earthquake, and decreased sales owing to lower demand for electronics materials and components, including semiconductor- and liquid crystal displays-related materials.
(Automotive Systems)
Revenues increased 2% compared with the six months ended September 30, 2010, to ¥388.1 billion despite the impact of a drop in automobile production in Japan after the Great East Japan Earthquake at the beginning of the six months ended September 30, 2011. This increase in revenues primarily reflected increased demand reflecting a recovery in automobile production in Japan in the latter half of six months ended September 30, 2011, and strong growth in sales of lithium-ion batteries for smartphones.
Segment profit increased 161% compared with the six months ended September 30, 2010, to ¥14.7 billion, due mainly to cost reductions.
(Components & Devices)
Revenues were ¥367.4 billion, a decrease of 7% compared with the six months ended September 30, 2010, due primarily to decrease in revenues from hard disc drives affected by price declines and the yens appreciation.
Segment profit decreased 65% compared with the six months ended September 30, 2010, to ¥12.6 billion, due mainly to decline in profitability of the hard disc drives business.
(Digital Media & Consumer Products)
Revenues decreased 7% compared with the six months ended September 30, 2010, to ¥471.3 billion. This decline in revenues reflected lower sales of optical disk drive-related products owing to shortages of parts and components caused by the Great East Japan Earthquake and to the yens appreciation. Lower sales of flat-panel TVs due to lower sales prices also contributed to the decreased revenues. However, this decreased revenues were partially offset by higher sales of air-conditioning equipment mainly in Japan, spurred by demand for upgrading to energy-saving models.
Segment profit decreased 53% compared with the six months ended September 30, 2010, to ¥5.2 billion, due primarily to decreased earnings from optical disk drive-related products and flat-panel TVs owing to lower sales.
6
(Financial Services)
Revenues decreased 3% compared with the six months ended September 30, 2010, to ¥181.4 billion, due to lower revenues in the finance services business at Hitachi Capital Corporation in the aftermath of the Great East Japan Earthquake. This decrease was partially offset by higher revenues from the overseas business in particular from the Asian market at Hitachi Capital.
Segment profit increased 26% compared with the six months ended September 30, 2010, to ¥14.1 billion, reflecting higher earnings at Hitachi Capital because of increased revenues from the overseas and new businesses and reduced financing and credit costs.
(Others)
Revenues were ¥467.8 billion, an increase of 25% compared with the six months ended September 30, 2010 due to higher revenues at Hitachi Transport System, Ltd. owing to the effect of making Vantec Corporation a consolidated subsidiary in April 2011 and healthy growth in sales in third-party logistics solutions.
Segment profit increased 27% compared with the six months ended September 30, 2010, to ¥16.3 billion.
Revenues by Market
Revenues in Japan in the six months ended September 30, 2011 were ¥2,572.4 billion, an increase of 2% compared with the six months ended September 30, 2010 due primarily to higher revenues in the Others segment reflecting higher revenues at Hitachi Transport System due mainly to the consolidation of Vantec and healthy growth in sales in third-party logistics solutions. This effect was partially offset by decline in revenues in the Components & Devices and Electronic Systems & Equipment segments.
Overseas revenues increased 1% compared with the six months ended September 30, 2010, to ¥2,000.3 billion. This result was attributable to higher revenues in the Others segment due primarily to the consolidation of Vantec at Hitachi Transport System and higher revenues in the Electronic Systems & Equipment and Information & Telecommunication Systems segments, partially offset by declined revenues in the Digital Media & Consumer Products and Power Systems segments.
As a result, the ratio of overseas revenues to total revenues was 44%, which was the same level as in the six months ended September 30, 2010.
(2) Summary of Financial Position, etc.
Liquidity and Capital Resources
During the six months ended September 30, 2011, the Company had no major changes in the policies of maintaining liquidity and ensuring funds, efforts for improvement in fund management efficiency, and ideas regarding funding sources and fundraising.
Cash Flows
(Cash flows from operating activities)
Net income in the six months ended September 30, 2011 decreased ¥126.7 billion compared with the six months ended September 30, 2010, to ¥77.7 billion, due primarily to decreased operating income. Decrease in receivables in the six months ended September 30, 2011 was ¥29.3 billion, a ¥179.7 billion decrease compared with the six months ended September 30, 2010. Increase in inventories in the six months ended September 30, 2011 was ¥227.6 billion, a ¥44.9 billion increase compared with the six months ended September 30, 2010. These fluctuations were attributable to continuing influence of delay in shipment of products and customers acceptance inspection caused by the Great East Japan Earthquake. As a result of the foregoing, operating activities provided net cash of ¥93.1 billion in the six months ended September 30, 2011, a ¥284.4 billion decrease compared with the six months ended September 30, 2010.
7
(Cash flows from investing activities)
A net sum of ¥150.1 billion in the six months ended September 30, 2011 was recorded as investments related to property, plant and equipment, where the collection of investments in leases, the proceeds from disposal of property, plant and equipment and the proceeds from disposal of tangible assets and software to be leased were subtracted from the amount of the capital expenditures, the purchase of intangible assets and the purchase of tangible assets and software to be leased. This net sum increased by ¥26.0 billion compared with the six months ended September 30, 2010. Purchase of investments in securities and shares of newly consolidated subsidiaries in the six months ended September 30, 2011 increased ¥19.9 billion compared with the six months ended September 30, 2010, to ¥101.2 billion, due primarily to the purchase of shares of Vantec and the U.S. company operating network storage business. Proceeds from sale of investments in securities and shares of consolidated subsidiaries resulting in deconsolidation in the six months ended September 30, 2011 decreased ¥93.3 billion compared with the six months ended September 30, 2010, to ¥26.5 billion, due mainly to absence of large selling such as selling shares of IPS Alpha Technology in the six months ended September 30, 2010. As a result of the foregoing, investing activities used net cash of ¥221.7 billion in the six months ended September 30, 2011, an increase of ¥116.1 billion compared with the six months ended September 30, 2010.
(Cash flows from financing activities)
Net increase in short-term debt was ¥321.3 billion, an increase of ¥237.6 billion compared with the six months ended September 30, 2010, due primarily to the issuance of commercial paper ready to an increase in demands for working capital. A net sum of ¥190.7 billion in the six months ended September 30, 2011 was recorded as payments related to long-term debt, where the payments on long-term debt were subtracted from the proceeds from long-term debt. This net outflow decreased by ¥70.6 billion compared with the six months ended September 30, 2010. Financing activities provided net cash of ¥104.0 billion in the six months ended September 30, 2011, in contrast to the net cash of ¥193.8 billion used in operating activities in the six months ended September 30, 2010.
As a result of the above items, in the six months ended September 30, 2011 cash and cash equivalents decreased ¥44.1 billion, to ¥510.6 billion as of September 30, 2011. Free cash flows, the sum of cash flows from operating and investing activities, were an outflow of ¥128.6 billion in the six months ended September 30, 2011, compared with an inflow of ¥271.8 billion in the six months ended September 30, 2010.
Assets, Liabilities, and Stockholders Equity
Total assets as of September 30, 2011 were ¥9,199.1 billion, an increase of ¥13.5 billion from March 31, 2011. This was due mainly to an increase in inventories owing to seasonal reasons and influence of the Great East Japan Earthquake.
Total interest-bearing debt as of September 30, 2011, which is the sum of short-term debt, long-term debt and non-recourse borrowings of consolidated securitization entities, increased to ¥2,641.1 billion, a ¥119.5 billion increase from March 31, 2011. This was due mainly to an increase in short-term debt, mainly owing to the issuance of commercial paper in response to an increase in demands for working capital.
Noncontrolling interests as of September 30, 2011 decreased by ¥5.4 billion from March 31, 2011, to ¥996.0 billion.
Total Hitachi, Ltd. stockholders equity as of September 30, 2011 increased by ¥10.6 billion from March 31, 2011, to ¥1,450.5 billion. As a result, the ratio of stockholders equity to total assets was 15.8%, compared with 15.7% as of March 31, 2011. The ratio of the interest-bearing debt to the total equity (the sum of total Hitachi, Ltd. stockholders equity and noncontrolling interests) increased to 1.08, compared with 1.03 as of March 31, 2011, due mainly to an increase in the short-term debt.
(3) Business Strategy
There was no material change in Hitachis business strategy during the six months ended September 30, 2011.
8
4. Research and Development Expense (Consolidated basis)
| (Billions of yen) | ||||
| Segment |
Six months
ended September 30, 2011 |
|||
| Information & Telecommunication Systems |
41.8 | |||
| Power Systems |
7.6 | |||
| Social Infrastructure & Industrial Systems |
11.1 | |||
| Electronic Systems & Equipment |
23.0 | |||
| Construction Machinery |
7.7 | |||
| High Functional Materials & Components |
22.7 | |||
| Automotive Systems |
25.4 | |||
| Components & Devices |
34.6 | |||
| Digital Media & Consumer Products |
11.7 | |||
| Financial Services |
0.1 | |||
| Others |
1.1 | |||
| Corporate |
11.6 | |||
|
|
|
|||
| Total |
199.1 | |||
|
|
|
|||
5. Annual Plan of Capital Expenditures (Accrual basis)
| (Billions of yen) | ||||||||
| Segment |
Year ending March 31, 2012 (Previous Forecast) |
Year
ending March 31, 2012 (Revised Forecast) |
||||||
| Information & Telecommunication Systems |
49.0 | 48.0 | ||||||
| Power Systems |
30.0 | 28.0 | ||||||
| Social Infrastructure & Industrial Systems |
36.0 | 33.0 | ||||||
| Electronic Systems & Equipment |
23.0 | 25.0 | ||||||
| Construction Machinery |
70.0 | 64.0 | ||||||
| High Functional Materials & Components |
85.0 | 74.0 | ||||||
| Automotive Systems |
39.0 | 45.0 | ||||||
| Components & Devices |
50.0 | 43.0 | ||||||
| Digital Media & Consumer Products |
19.0 | 19.0 | ||||||
| Financial Services |
338.0 | 311.0 | ||||||
| Others |
37.0 | 42.0 | ||||||
| Eliminations & Corporate items |
(6.0 | ) | (8.0 | ) | ||||
|
|
|
|
|
|||||
| Total |
770.0 | 724.0 | ||||||
|
|
|
|
|
|||||
| Note: | The figures shown in the table above include investment in leasing assets. |
9
Information on the Company
| 1. Capital as of September 30, 2011 |
409,131 million yen |
2. Matters Concerning Shares
| Authorized (Common Stock) |
10,000,000,000 shares | |||
| Shares Issued (Common Stock) | ||||
| Number of shares issued as of September 30, 2011: |
4,520,157,581 shares | * | ||
| Number of shares issued as of November 14, 2011: |
4,520,157,581 shares | ** |
| * | Number of shares issued increased 6,309 shares during the three months ended September 30, 2011, due to exercise of stock acquisition rights pertaining to the bonds. |
| ** | This number does not include number of shares issued due to exercise of stock acquisition rights pertaining to the bonds from November 1, 2011 to November 14, 2011. |
The common stock of the Company is listed on the Tokyo, Osaka, Nagoya, Fukuoka and Sapporo stock exchanges in Japan and on the New York Stock Exchange overseas.
3. Major Shareholders
| (As of September 30, 2011) | ||||||||
| Name of Shareholders |
Number of Shares Owned (Shares) |
Percentage to Total Shares Issued (%) |
||||||
| 1 The Master Trust Bank of Japan, Ltd. (Trust Account) |
309,995,000 | 6.86 | ||||||
| 2 Japan Trustee Services Bank, Ltd. (Trust Account) |
262,937,000 | 5.82 | ||||||
| 3 State Street Bank and Trust Company 505224 |
144,894,399 | 3.21 | ||||||
| 4 NATS CUMCO |
141,522,820 | 3.13 | ||||||
| 5 SSBT OD05 Omnibus Account - Treaty Clients |
130,546,040 | 2.89 | ||||||
| 6 Hitachi Employees Shareholding Association |
126,856,384 | 2.81 | ||||||
| 7 Nippon Life Insurance Company |
98,173,195 | 2.17 | ||||||
| 8 Japan Trustee Services Bank, Ltd. (Trust Account 9) |
81,202,000 | 1.80 | ||||||
| 9 The Dai-Ichi Life Insurance Company, Limited |
71,361,222 | 1.58 | ||||||
| 10 State Street Bank and Trust Company 505225 |
68,657,081 | 1.52 | ||||||
| Notes: | 1. NATS CUMCO is the nominee name of the depositary bank, Citibank, N.A., for the aggregate of the Companys American Depositary Receipts (ADRs) holders. | |
| 2. The number of shares held by The Dai-Ichi Life Insurance Company includes its contribution of 6,560,000 shares to the retirement allowance trust (the holder of said shares, as listed in the Shareholders Register, is Dai-Ichi Life Insurance Account, Retirement Allowance Trust, Mizuho Trust & Banking Co., Ltd.) | ||
| 3. The Company received a copy of filing made to the Kanto Local Finance Bureau. This filing represents report on beneficial ownership of more than 5% of total issued voting shares under the Financial Instruments and Exchange Act of Japan. The summary of the copy is as follows. | ||
| Name of owners |
The Sumitomo Trust and Banking Company, Limited etc. | |
| Date of event which requires reporting |
May 13, 2011 | |
| Amount of shares beneficially owned by the reporting person |
232,928,697 shares | |
| Percentage to total shares issued |
5.15% | |
| Name of owners |
Mitsubishi UFJ Trust and Banking Corporation etc. | |
| Date of event which requires reporting |
May 23, 2011 | |
| Amount of shares beneficially owned by the reporting person |
237,294,613 shares | |
| Percentage to total shares issued |
5.24% |
10
4. Total Number of Voting Rights Held by All the Shareholders
4,489,148 voting rights (as of September 30, 2011)
5. Change in Senior Management
Retirement of Director [Effective as of September 30, 2011]
| Name |
Position | |||
| Michiharu Nakamura |
Director | |||
11
Financial Statements
CONSOLIDATED BALANCE SHEETS
Hitachi, Ltd. and Subsidiaries
September 30, 2011 and March 31, 2011
| Millions of yen | ||||||||
| Assets |
September 30, 2011 |
March 31, 2011 |
||||||
| Current assets: |
||||||||
| Cash and cash equivalents (note 5) |
510,643 | 554,810 | ||||||
| Short-term investments (note 3) |
10,611 | 16,598 | ||||||
| Trade receivables, net of allowance for doubtful receivables of |
||||||||
| Notes (notes 5, 12 and 20) |
101,534 | 100,694 | ||||||
| Accounts (notes 5 and 20) |
1,969,230 | 1,990,225 | ||||||
| Investments in leases (notes 5 and 20) |
221,419 | 228,346 | ||||||
| Current portion of financial assets transferred to consolidated securitization entities (notes 5 and 20) |
107,927 | 183,559 | ||||||
| Inventories (note 4) |
1,520,854 | 1,341,768 | ||||||
| Prepaid expenses and other current assets (note 5) |
509,279 | 484,029 | ||||||
|
|
|
|
|
|||||
| Total current assets |
4,951,497 | 4,900,029 | ||||||
|
|
|
|
|
|||||
| Investments and advances, including affiliated companies (notes 3 and 5) |
576,007 | 614,145 | ||||||
| Property, plant and equipment: |
||||||||
| Land |
483,485 | 471,155 | ||||||
| Buildings |
1,925,829 | 1,909,825 | ||||||
| Machinery and equipment |
5,515,600 | 5,528,889 | ||||||
| Construction in progress |
83,468 | 53,558 | ||||||
|
|
|
|
|
|||||
| 8,008,382 | 7,963,427 | |||||||
| Less accumulated depreciation |
5,876,265 | 5,852,157 | ||||||
|
|
|
|
|
|||||
| Net property, plant and equipment |
2,132,117 | 2,111,270 | ||||||
|
|
|
|
|
|||||
| Intangible assets (note 6): |
||||||||
| Goodwill |
229,240 | 171,500 | ||||||
| Other intangible assets |
364,827 | 356,518 | ||||||
|
|
|
|
|
|||||
| Total intangible assets |
594,067 | 528,018 | ||||||
|
|
|
|
|
|||||
| Financial assets transferred to consolidated securitization entities (notes 5 and 20) |
250,671 | 304,160 | ||||||
| Other assets (notes 5 and 20) |
694,780 | 728,007 | ||||||
|
|
|
|
|
|||||
| Total assets |
9,199,139 | 9,185,629 | ||||||
|
|
|
|
|
|||||
See accompanying notes to consolidated financial statements.
12
| Millions of yen | ||||||||
| Liabilities and Equity |
September
30, 2011 |
March
31, 2011 |
||||||
| Current liabilities: |
||||||||
| Short-term debt |
786,709 | 472,588 | ||||||
| Current portion of long-term debt |
269,710 | 338,218 | ||||||
| Current portion of non-recourse borrowings of consolidated securitization entities (note 5) |
136,663 | 190,868 | ||||||
| Trade payables: |
||||||||
| Notes |
19,084 | 20,430 | ||||||
| Accounts |
1,245,310 | 1,236,758 | ||||||
| Accrued expenses (note 12) |
912,728 | 933,918 | ||||||
| Income taxes |
28,763 | 73,514 | ||||||
| Advances received |
382,750 | 395,605 | ||||||
| Other current liabilities |
436,799 | 426,925 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
4,218,516 | 4,088,824 | ||||||
|
|
|
|
|
|||||
| Long-term debt |
1,278,889 | 1,300,311 | ||||||
| Non-recourse borrowings of consolidated securitization entities (note 5) |
169,132 | 219,566 | ||||||
| Retirement and severance benefits |
855,393 | 891,815 | ||||||
| Other liabilities |
230,574 | 243,724 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
6,752,504 | 6,744,240 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies (note 12) |
||||||||
| Equity (note 11): |
||||||||
| Common stock (note 8) |
409,131 | 409,129 | ||||||
| Capital surplus |
602,154 | 603,133 | ||||||
| Legal reserve and retained earnings (note 10) |
959,432 | 922,036 | ||||||
| Accumulated other comprehensive loss |
(518,746 | ) | (493,062 | ) | ||||
| Treasury stock, at cost (note 9) |
(1,413 | ) | (1,371 | ) | ||||
|
|
|
|
|
|||||
| Total Hitachi, Ltd. stockholders equity |
1,450,558 | 1,439,865 | ||||||
|
|
|
|
|
|||||
| Noncontrolling interests (note 11) |
996,077 | 1,001,524 | ||||||
|
|
|
|
|
|||||
| Total equity |
2,446,635 | 2,441,389 | ||||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
| Total liabilities and equity |
9,199,139 | 9,185,629 | ||||||
|
|
|
|
|
|||||
See accompanying notes to consolidated financial statements.
13
CONSOLIDATED STATEMENTS OF OPERATIONS
Hitachi, Ltd. and Subsidiaries
Six months ended September 30, 2011 and 2010
| Millions of yen | ||||||||
| 2011 | 2010 | |||||||
| Revenues |
4,572,729 | 4,502,451 | ||||||
| Cost of sales |
(3,435,428 | ) | (3,333,831 | ) | ||||
| Selling, general and administrative expenses |
(966,687 | ) | (950,572 | ) | ||||
| Impairment losses for long-lived assets (note 13) |
(6,175 | ) | (5,869 | ) | ||||
| Restructuring charges (note 14) |
(1,170 | ) | (1,547 | ) | ||||
| Interest income |
7,282 | 6,336 | ||||||
| Dividends income |
3,992 | 2,757 | ||||||
| Other income (note 15) |
6,496 | 75,918 | ||||||
| Interest charges |
(14,008 | ) | (12,427 | ) | ||||
| Other deductions (note 15) |
(19,368 | ) | (14,026 | ) | ||||
| Equity in net loss of affiliated companies |
(14,653 | ) | (5,382 | ) | ||||
|
|
|
|
|
|||||
| Income before income taxes |
133,010 | 263,808 | ||||||
| Income taxes |
(55,287 | ) | (59,371 | ) | ||||
|
|
|
|
|
|||||
| Net income |
77,723 | 204,437 | ||||||
| Less net income attributable to noncontrolling interests |
26,774 | 46,388 | ||||||
|
|
|
|
|
|||||
| Net income attributable to Hitachi, Ltd. |
50,949 | 158,049 | ||||||
|
|
|
|
|
|||||
| Yen | ||||||||
| Net income attributable to Hitachi, Ltd. stockholders per share (note 16): |
||||||||
| Basic |
11.28 | 35.00 | ||||||
| Diluted |
10.55 | 32.68 | ||||||
See accompanying notes to consolidated financial statements.
14
CONSOLIDATED STATEMENTS OF OPERATIONS
Hitachi, Ltd. and Subsidiaries
Three months ended September 30, 2011 and 2010
| Millions of yen | ||||||||
| 2011 | 2010 | |||||||
| Revenues |
2,422,036 | 2,349,885 | ||||||
| Cost of sales |
(1,809,418 | ) | (1,739,367 | ) | ||||
| Selling, general and administrative expenses |
(494,407 | ) | (480,945 | ) | ||||
| Impairment losses for long-lived assets (note 13) |
(6,144 | ) | (5,767 | ) | ||||
| Restructuring charges (note 14) |
(608 | ) | (1,416 | ) | ||||
| Interest income |
3,432 | 3,165 | ||||||
| Dividends income |
934 | 547 | ||||||
| Other income (note 15) |
466 | 3,962 | ||||||
| Interest charges |
(6,975 | ) | (6,121 | ) | ||||
| Other deductions (note 15) |
(15,131 | ) | (3,789 | ) | ||||
| Equity in net loss of affiliated companies |
(2,329 | ) | (630 | ) | ||||
|
|
|
|
|
|||||
| Income before income taxes |
91,856 | 119,524 | ||||||
| Income taxes |
(30,398 | ) | (32,555 | ) | ||||
|
|
|
|
|
|||||
| Net income |
61,458 | 86,969 | ||||||
| Less net income attributable to noncontrolling interests |
13,440 | 14,978 | ||||||
|
|
|
|
|
|||||
| Net income attributable to Hitachi, Ltd. |
48,018 | 71,991 | ||||||
|
|
|
|
|
|||||
| Yen | ||||||||
| Net income attributable to Hitachi, Ltd. stockholders per share (note 16): |
||||||||
| Basic |
10.63 | 15.94 | ||||||
| Diluted |
9.94 | 14.88 | ||||||
See accompanying notes to consolidated financial statements.
15
CONSOLIDATED STATEMENTS OF CASH FLOWS
Hitachi, Ltd. and Subsidiaries
Six months ended September 30, 2011 and 2010
| Millions of yen | ||||||||
| 2011 | 2010 | |||||||
| Cash flows from operating activities: |
||||||||
| Net income |
77,723 | 204,437 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation |
172,221 | 189,850 | ||||||
| Amortization |
56,841 | 56,503 | ||||||
| Impairment losses for long-lived assets |
6,175 | 5,869 | ||||||
| Equity in net loss of affiliated companies |
14,653 | 5,382 | ||||||
| Gain on sale of investments in securities and other |
(740 | ) | (73,414 | ) | ||||
| Impairment of investments in securities |
3,108 | 919 | ||||||
| Gain on disposal of rental assets and other property |
(6,355 | ) | (2,691 | ) | ||||
| Decrease in receivables |
29,398 | 209,121 | ||||||
| Increase in inventories |
(227,670 | ) | (182,760 | ) | ||||
| (Increase) decrease in prepaid expenses and other current assets |
(17,272 | ) | 38,727 | |||||
| Increase (decrease) in payables |
32,719 | (16,091 | ) | |||||
| Decrease in accrued expenses and retirement and severance benefits |
(32,117 | ) | (23,124 | ) | ||||
| Decrease in accrued income taxes |
(6,498 | ) | (12,052 | ) | ||||
| Decrease in other current liabilities |
(26,878 | ) | (61,979 | ) | ||||
| Net change in lease receivables related to the Companys and its subsidiaries products |
18,291 | 13,639 | ||||||
| Other |
(471 | ) | 25,196 | |||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
93,128 | 377,532 | ||||||
| Cash flows from investing activities: |
||||||||
| Capital expenditures |
(138,284 | ) | (112,683 | ) | ||||
| Purchase of intangible assets |
(48,531 | ) | (46,436 | ) | ||||
| Purchase of tangible assets and software to be leased |
(126,813 | ) | (139,404 | ) | ||||
| Proceeds from disposal of property, plant and equipment |
13,794 | 13,580 | ||||||
| Proceeds from disposal of tangible assets and software to be leased |
9,988 | 9,687 | ||||||
| Collection of investments in leases |
139,704 | 151,205 | ||||||
| Purchase of investments in securities and shares of newly consolidated subsidiaries |
(101,249 | ) | (81,348 | ) | ||||
| Proceeds from sale of investments in securities and shares of consolidated subsidiaries resulting in deconsolidation |
26,525 | 119,856 | ||||||
| Refund of deposit received for sale of investment in affiliated company |
| (43,550 | ) | |||||
| Other |
3,105 | 23,453 | ||||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(221,761 | ) | (105,640 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Increase in short-term debt, net |
321,302 | 83,638 | ||||||
| Proceeds from long-term debt |
192,168 | 142,978 | ||||||
| Payments on long-term debt |
(382,875 | ) | (404,293 | ) | ||||
| Proceeds from sale of common stock by subsidiaries |
187 | 290 | ||||||
| Dividends paid to Hitachi, Ltd. stockholders |
(13,505 | ) | (12 | ) | ||||
| Dividends paid to noncontrolling interests |
(11,688 | ) | (10,440 | ) | ||||
| Acquisition of common stock for treasury |
(64 | ) | (51 | ) | ||||
| Proceeds from sales of treasury stock |
19 | 34 | ||||||
| Purchase of shares of consolidated subsidiaries from noncontrolling interest holders |
(1,278 | ) | (2,300 | ) | ||||
| Proceeds from sale of shares of consolidated subsidiaries from noncontrolling interest holders |
4 | 225 | ||||||
| Other |
(243 | ) | (3,966 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by (used in) financing activities |
104,027 | (193,897 | ) | |||||
| Effect of consolidation of securitization entities upon initial adoption of the amended provisions of ASC 810 (Note 5) |
| 12,030 | ||||||
| Effect of exchange rate changes on cash and cash equivalents |
(19,561 | ) | (33,792 | ) | ||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash and cash equivalents |
(44,167 | ) | 56,233 | |||||
| Cash and cash equivalents at beginning of period |
554,810 | 577,584 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents at end of period |
510,643 | 633,817 | ||||||
|
|
|
|
|
|||||
See accompanying notes to consolidated financial statements.
16
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (1) | Nature of Operations |
Hitachi, Ltd. (the Company) is a Japanese corporation, whose principal office is located in Japan. The Companys and its subsidiaries businesses are diverse, and include information and telecommunication systems, power systems, social infrastructure and industrial systems, electronic systems and equipment, construction machinery, high functional materials and components, automotive systems, components and devices, digital media and consumer products, financial services, and others including logistics services.
| (2) | Basis of Presentation and Summary of Significant Accounting Policies |
| (a) | Basis of Presentation |
The Company and its domestic subsidiaries keep their books of account in accordance with the financial accounting standards of Japan, and its foreign subsidiaries in accordance with those of the countries of their domicile.
The consolidated financial statements presented herein have been prepared to reflect the adjustments which are necessary to conform to accounting principles generally accepted in the United States of America. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ from those estimates.
| (b) | Principles of Consolidation |
The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and all variable interest entities (VIEs) for which the Company or any of its consolidated entities is the primary beneficiary. The definition of a VIE is included in Accounting Standards Codification (ASC) 810, Consolidation. This guidance addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. The consolidated financial statements include accounts of certain subsidiaries whose closing dates differ from September 30 by 93 days or less to either comply with local statutory requirements or facilitate timely reporting. There have been no significant transactions, which would materially affect the Companys financial position and results of operations, with such subsidiaries during the period from their closing dates to September 30. Intercompany accounts and significant intercompany transactions have been eliminated in consolidation.
Investments in corporate joint ventures and affiliated companies, where the Company has the ability to exercise significant influence over operational and financial policies generally by holding 20 - 50% ownership, are accounted for under the equity method. Investments where the Company does not have significant influence are accounted for under the cost method.
| (c) | Income Taxes |
The Company computes interim income tax provisions by applying an estimated annual effective tax rate, which is reasonably determined considering the factors that will affect the tax rate including non-taxable transactions, tax credits and valuation allowances, to income before income taxes in accordance with the provisions for interim reporting included in ASC 740, Income Taxes. The effect of a change in judgment about the realization of deferred tax assets is recognized in the interim period in which the change occurs.
17
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (d) | Accounting Changes |
The Company adopted the provisions of ASC 860, Transfers and Servicing amended by Accounting Standards Update (ASU) 2009-16, Accounting for Transfers of Financial Assets on April 1, 2010. These provisions remove the concept of a qualifying special-purpose entity and remove the exception from the application of variable interest accounting to qualifying special-purpose entities. These provisions modify the financial-components approach used to account for transfers of financial assets, limits the circumstances in which a transferor derecognizes a portion or component of a financial asset when the transferor has not transferred the original financial asset to an entity and/or when the transferor has continuing involvement with the financial asset, and establishes the participating interests conditions for reporting a transfer. The provisions also require enhanced disclosures to provide financial statement users with greater transparency about transfers of financial assets and a transferors continuing involvement.
The Company adopted the provisions of ASC 810, Consolidation amended by ASU 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities on April 1, 2010. These provisions establish how a company determines when an entity that is insufficiently capitalized or is not controlled through voting or similar rights should be consolidated. The determination of whether a company is required to consolidate an entity is based on qualitative information such as an entitys purpose and design and a companys ability to direct the activities of the entity that most significantly impact the entitys economic performance. The provisions also require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprises involvement in a variable interest entity.
The effect of the adoption of the provisions amended by ASU 2009-16 and ASU 2009-17 is presented in note 5.
The Company adopted the provisions of ASC 605-25, Revenue Recognition Multiple Element Arrangements, amended by Accounting Standards Update (ASU) 2009-13, Multiple-Deliverable Revenue Arrangements. on April 1, 2011. The provisions supersede certain provisions regarding multiple element arrangements in ASC 605-25. The provisions require an entity to allocate arrangement consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices (the relative selling price method) following an established selling price hierarchy for determining the selling price of a deliverable, and eliminating the use of the residual method for multiple element arrangements subject to ASC 605-25. The provisions require both ongoing disclosures regarding an entitys multiple-deliverable revenue arrangements as well as certain transitional disclosures during periods after adoption. Entities may elect to adopt the provisions through either prospective application for revenue arrangements entered into, or materially modified, after the effective date or through retrospective application to all revenue arrangements for all periods presented.
The Company adopted the provisions of ASC 985, Software, amended by ASU 2009-14, Certain Revenue Arrangements That Include Software Elements. on April 1, 2011. The provisions affect how entities account for revenue arrangements that contain both tangible products and software elements. Previously, arrangements containing both tangible products and software were accounted for based on the provisions regarding revenue recognition included in ASC 985, Software, if the software is considered more than incidental to the product or service. The provisions change revenue recognition for tangible products containing software elements and non-software elements that function together to deliver the tangible products essential functionality by eliminating them from the scope of ASC 985. An entity must select the same transition method and same period for the adoption for both this guidance and the revisions to the multiple-deliverable revenue arrangements guidance required by ASU 2009-13.
18
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
For revenue arrangements entered into or materially modified after April 1, 2011, the Company recognizes revenue based on the new provisions. Most of the Companys multiple element arrangements comprise a deliverable such as information technology system products, machinery and equipment, installation of software, service including maintenance and others. The Company had recognized revenue for each element when vender specific objective evidence (VSOE) or third-party evidence (TPE) was established. If VSOE or TPE of any undelivered item was not established, revenue from the entire arrangements was deferred until the delivery of the last element. Under the new provisions, for non-software elements such as machinery or equipment, if VSOE or TPE is not established, arrangement consideration is allocated to each separate element based on the best estimate of the selling price and the Company recognizes revenue for each separate element. The effect of the adoption of these provisions is not material to our financial statements.
The accounting policy that the Company applies is as follows.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.
The Company offers multiple solutions to meet its customers needs. Those solutions may involve the delivery or performance of multiple elements, such as products, services, or rights to use assets, and performance may occur at different points in time or over different periods of time. When one element is delivered prior to the other in an arrangement, revenue is deferred until the delivery of the last element, unless transactions are such that the delivered item has value to the customer on a standalone basis, delivery or performance of the undelivered item is considered probable and substantially in the control of the Company if the arrangement includes a general right of return relative to the delivered item. If both conditions described above are met, each element in an arrangement is considered a separate unit of accounting, and the arrangement consideration is allocated to the separate units of accounting based on the relative selling price method. Under the relative selling price method, VSOE should be used if it exists. However, when VSOE does not exist, TPE should be used. If neither VSOE nor TPE exists for all elements in a multiple element arrangement, the arrangement consideration is allocated to the separate units of accounting based on the best estimate of selling price. The Company determines the best estimate of selling price for multiple elements by considering various factors including, but not limited to, overall market conditions, including geographic or regional specific market factors, competitor prices for similar items, profit objective and pricing practices.
In multiple element arrangements that include software that is more than incidental to the products or services as a whole and does not function together to deliver the tangible products essential funcionality, the Company allocates revenue for each element based on its relative fair value, as evidenced by VSOE. When VSOE of the delivered elements are unable to be established, the Company uses the residual method.
19
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
Product Sales:
Revenue from sales of products is recognized when title and risk of loss have been transferred to the customer depending upon the terms of the contract or arrangement with the customer. The Companys policy is not to accept product returns unless the products are defective. The conditions of delivery are governed by the terms of the contract or customer arrangement and those not meeting the predetermined specification are not recorded as revenue. When the final payment is subject to customer acceptance, a portion of revenue for the amount of the final payment is deferred until an enforceable claim has become effective. Product warranties are offered on the Companys and certain subsidiaries products and a warranty accrual is established when sales are recognized based on estimated future costs of repair and replacement principally using historical experience of warranty claims. Revenue from separately priced extended warranty and product maintenance contracts is deferred and recognized in income on a straight-line basis over the contract period except in those circumstances in which sufficient historical evidence indicates that the costs of performing services under the contract are incurred on other than a straight-line basis.
Price protection is provided to retailers of the Companys consumer products business and others to compensate the customer retailers for a decline in the products value due mainly to competition. Price protection granted to the customers is classified as a reduction of revenue in the consolidated statements of operations. In addition, it is the Companys policy to accrue reasonably and reliably estimated price adjustments at the later of the date at which the related sales are recognized, or the date at which price protection is offered. The estimate is made based primarily upon historical experience or agreement on the adjustment rate and the number of units that are subject to such adjustment (e.g., units in distribution channels).
Product revenues which are recognized upon delivery, installation or acceptance by the customer include information technology system products, construction equipment, displays, disk drives, televisions, air conditioners, batteries, magnetic tapes, high functional materials, cable products, automotive equipment, semiconductor manufacturing equipment, test and measurement equipment, railway vehicles, medical electronic devices, industrial machinery and equipment, elevators and escalators.
Revenue from sales of tangible products under long-term construction type arrangements, in connection with the construction of nuclear, thermal and hydroelectric power plants, are recognized under the percentage-of-completion method. Under the percentage-of-completion method, revenue is recognized as a percentage of estimated total revenue that incurred costs to date bear to estimated total costs after giving effect to estimates of costs to complete based upon the most recent information. Any anticipated losses on fixed price contracts are charged to operations when such losses can be estimated. Provisions are made for contingencies in the period in which they become known pursuant to specific contract terms and conditions and are estimable. When reasonably dependable estimates of contract revenues and costs and the extent of progress toward completion do not exist, the completed-contract method of accounting is applied. A contract is complete when either acceptance by the customer is given or compliance with performance specifications is achieved, whichever is appropriate under the relevant contractual terms.
20
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The Company recognizes software revenue in accordance with the provisions of ASC 985, Software. Revenue from software consists primarily of software licensing, customized software development and post contract customer support. Revenues from software license arrangements are recognized upon delivery of the software if evidence of the arrangement exists, pricing is fixed or determinable and collectibility is reasonably assured. Revenue from a software arrangement that requires significant production, modification or customization of software is recognized using the percentage-of-completion method provided that reasonably dependable estimates related to contract revenue, cost and the extent of progress toward completion exist. Otherwise, the completed-contract method is applied. Customization of software is considered substantially completed when an acceptance by the customer occurs. Revenue from post contract customer support is amortized over the period of the post contract customer support. Consulting and training services revenues are recognized when the services are rendered.
Service Revenues:
Service revenues from maintenance and distribution services are recognized upon completion of service delivery. Revenue from time-based service contracts is recognized as services are rendered. Revenue from long-term fixed price service contracts such as support or maintenance contracts is recognized ratably over the contractual period. If historical data shows that the accrual of service cost is not fixed and the service is rendered in proportion to the accrual of the cost for the service, revenue is recognized based on the pattern of the cost accrual. Finance lease income is recognized at level rates of return over the term of the leases. Operating lease income is recognized on a straight-line basis over the term of the lease.
21
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (3) | Investments in Securities and Affiliated Companies |
Short-term investments as of September 30, 2011 and March 31, 2011 are as follows:
| Millions of yen | ||||||||
| September 30, 2011 |
March 31, 2011 |
|||||||
| Investments in securities: |
||||||||
| Available-for-sale securities |
||||||||
| Government debt securities |
3,957 | 2,907 | ||||||
| Corporate debt securities |
6,414 | 11,041 | ||||||
| Other securities |
200 | 2,610 | ||||||
| Held-to-maturity securities |
40 | 40 | ||||||
|
|
|
|
|
|||||
| 10,611 | 16,598 | |||||||
|
|
|
|
|
|||||
| Investments and advances, including affiliated companies as of September 30, 2011 and March 31, 2011 are as follows: | ||||||||
| Millions of yen | ||||||||
| September 30, 2011 |
March 31, 2011 |
|||||||
| Investments in securities: |
||||||||
| Available-for-sale securities |
||||||||
| Equity securities |
124,706 | 145,816 | ||||||
| Government debt securities |
331 | 325 | ||||||
| Corporate debt securities |
23,291 | 27,039 | ||||||
| Other securities |
6,220 | 6,697 | ||||||
| Held-to-maturity securities |
352 | 355 | ||||||
| Cost-method investments |
46,902 | 48,144 | ||||||
| Investments in affiliated companies |
296,641 | 316,443 | ||||||
| Advances and other |
77,564 | 69,326 | ||||||
|
|
|
|
|
|||||
| 576,007 | 614,145 | |||||||
|
|
|
|
|
|||||
22
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The following tables are summaries of the amortized cost basis, gross unrealized holding gains, gross unrealized holding losses and aggregate fair value of available-for-sale securities by the consolidated balance sheet classifications as of September 30, 2011 and March 31, 2011.
| Millions of yen | ||||||||||||||||
| September 30, 2011 | ||||||||||||||||
| Amortized cost basis |
Gross gains |
Gross losses |
Aggregate fair value |
|||||||||||||
| Short-term investments: |
||||||||||||||||
| Government debt securities |
3,957 | | | 3,957 | ||||||||||||
| Corporate debt securities |
6,016 | 448 | 50 | 6,414 | ||||||||||||
| Other securities |
198 | 2 | | 200 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 10,171 | 450 | 50 | 10,571 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Investments and advances: |
||||||||||||||||
| Equity securities |
82,857 | 46,153 | 4,304 | 124,706 | ||||||||||||
| Government debt securities |
314 | 17 | | 331 | ||||||||||||
| Corporate debt securities |
22,509 | 1,075 | 293 | 23,291 | ||||||||||||
| Other securities |
6,300 | 47 | 127 | 6,220 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 111,980 | 47,292 | 4,724 | 154,548 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 122,151 | 47,742 | 4,774 | 165,119 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Millions of yen | ||||||||||||||||
| March 31, 2011 | ||||||||||||||||
| Amortized cost basis |
Gross gains |
Gross losses |
Aggregate fair value |
|||||||||||||
| Short-term investments: |
||||||||||||||||
| Government debt securities |
2,907 | | | 2,907 | ||||||||||||
| Corporate debt securities |
10,798 | 252 | 9 | 11,041 | ||||||||||||
| Other securities |
2,608 | 2 | | 2,610 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 16,313 | 254 | 9 | 16,558 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Investments and advances: |
||||||||||||||||
| Equity securities |
84,856 | 63,390 | 2,430 | 145,816 | ||||||||||||
| Government debt securities |
311 | 14 | | 325 | ||||||||||||
| Corporate debt securities |
25,818 | 1,640 | 419 | 27,039 | ||||||||||||
| Other securities |
6,684 | 99 | 86 | 6,697 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 117,669 | 65,143 | 2,935 | 179,877 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 133,982 | 65,397 | 2,944 | 196,435 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
23
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The following tables are summaries of gross unrealized holding losses on available-for-sale securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of September 30, 2011 and March 31, 2011.
| Millions of yen | ||||||||||||||||
| September 30, 2011 | ||||||||||||||||
| Less than 12 months | 12 months or longer | |||||||||||||||
| Aggregate fair value |
Gross losses |
Aggregate fair value |
Gross losses |
|||||||||||||
| Short-term investments: |
||||||||||||||||
| Corporate debt securities |
2,169 | 38 | 986 | 12 | ||||||||||||
| Investments and advances: |
||||||||||||||||
| Equity securities |
14,114 | 2,891 | 4,585 | 1,413 | ||||||||||||
| Corporate debt securities |
6,339 | 212 | 4,546 | 81 | ||||||||||||
| Other securities |
36 | 1 | 231 | 126 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 20,489 | 3,104 | 9,362 | 1,620 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 22,658 | 3,142 | 10,348 | 1,632 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Millions of yen | ||||||||||||||||
| March 31, 2011 | ||||||||||||||||
| Less than 12 months | 12 months or longer | |||||||||||||||
| Aggregate fair value |
Gross losses |
Aggregate fair value |
Gross losses |
|||||||||||||
| Short-term investments: |
||||||||||||||||
| Corporate debt securities |
5,691 | 9 | | | ||||||||||||
| Investments and advances: |
||||||||||||||||
| Equity securities |
9,378 | 1,183 | 4,381 | 1,247 | ||||||||||||
| Corporate debt securities |
8,355 | 306 | 4,933 | 113 | ||||||||||||
| Other securities |
100 | 40 | 215 | 46 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 17,833 | 1,529 | 9,529 | 1,406 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 23,524 | 1,538 | 9,529 | 1,406 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Equity securities consist primarily of stocks issued by Japanese listed companies. Government debt securities consist primarily of Japan treasury bonds. Corporate debt securities consist primarily of structured bonds. Other securities consist primarily of investment funds.
24
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The following table represents the purchases, proceeds from the sale, gross realized gains on the sale, and gross realized loss on the sale of available-for-sale securities for the six months ended September 30, 2011 and 2010.
| Millions of yen | ||||||||
| Six months ended September 30, 2011 |
Six months ended September 30, 2010 |
|||||||
| Purchase |
14,674 | 23,888 | ||||||
| Proceeds from the sale |
967 | 9,812 | ||||||
| Gross realized gain on the sale |
389 | 2,617 | ||||||
| Gross realized loss on the sale |
| 384 | ||||||
The following table represents the purchases, proceeds from the sale, gross realized gains on the sale, and gross realized loss on the sale of available-for-sale securities for the three months ended September 30, 2011 and 2010.
| Millions of yen | ||||||||
| Three months ended September 30, 2011 |
Three months ended September 30, 2010 |
|||||||
| Purchase |
1,507 | 11,868 | ||||||
| Proceeds from the sale |
954 | 5,386 | ||||||
| Gross realized gain on the sale |
384 | 1,224 | ||||||
| Gross realized loss on the sale |
| 230 | ||||||
The contractual maturities of debt securities and other securities classified as investments and advances in the consolidated balance sheet as of September 30, 2011 are as follows:
| Millions of yen | ||||||||||||
| Held-to-Maturity | Available-for-sale | Total | ||||||||||
| Due within five years |
352 | 13,423 | 13,775 | |||||||||
| Due after five years through ten years |
| 5,109 | 5,109 | |||||||||
| Due after ten years |
| 11,310 | 11,310 | |||||||||
|
|
|
|
|
|
|
|||||||
| 352 | 29,842 | 30,194 | ||||||||||
|
|
|
|
|
|
|
|||||||
Expected redemptions may differ from contractual maturities because some of these securities are redeemable at the option of the issuers.
The aggregate carrying amounts of cost-method investments which were not evaluated for impairment as of September 30, 2011 and March 31, 2011 were ¥45,189 million and ¥43,797 million, respectively, mainly because it is not practicable to estimate the fair value of the investments due to lack of a market price and difficulty in estimating fair value without incurring excessive cost and the Company did not identify any events or changes in circumstances that might have had a significant adverse effect on their fair value.
25
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (4) | Inventories |
Inventories as of September 30, 2011 and March 31, 2011 are summarized as follows:
| Millions of yen | ||||||||
| September 30, 2011 |
March 31, 2011 |
|||||||
| Finished goods |
542,394 | 533,724 | ||||||
| Work in process |
705,108 | 566,127 | ||||||
| Raw materials |
273,352 | 241,917 | ||||||
|
|
|
|
|
|||||
| 1,520,854 | 1,341,768 | |||||||
|
|
|
|
|
|||||
| (5) | Securitizations |
The Company and certain subsidiaries securitize certain financial assets, such as lease, trade and mortgage loans receivable, and arrange other forms of asset-backed financing for the purpose of providing diversified and stable fund raising as part of their ongoing securitization activities. Historically, they have used Hitachi-supported and third-party Special Purpose Entities (SPEs) to execute securitization transactions funded with commercial paper and other borrowings. These securitization transactions are similar to those used by many financial institutions.
Investors in these entities only have recourse to the assets owned by the entity and not to their general credit, unless noted below. The Company and certain subsidiaries do not provide non-contractual support to SPEs and do not have implicit support arrangements with any SPEs. The majority of their involvement with SPEs related to the securitization activities are assisting in the formation and financing of an entity, providing limited credit enhancements, servicing the assets and receiving fees for services provided.
A portion of these lease, trade and mortgage loans receivable is transferred to SPEs sponsored by financial institutions, which operate those SPEs as a part of their businesses. Accordingly, the amount of assets transferred by the Company and its subsidiaries is considerably small compared to the total assets of the SPEs sponsored by these financial institutions that purchase a large amount of assets from entities other than the Company and its subsidiaries. In certain transactions, investors have recourse with a scope that is considerably limited.
The transferred assets have similar risks and characteristics to the Companys and certain subsidiaries receivables recorded on the consolidated balance sheets. Accordingly, the performance, such as collections or expected credit loss, of these transferred assets has been similar to the receivables recorded on the consolidated balance sheets for the Company and certain subsidiaries; however, the blended performance of the pools of transferred assets reflects the eligibility screening requirements that the Company and certain subsidiaries apply to determine which receivables are selected for transfer. Therefore, the blended performance may differ from receivables recorded on the consolidated balance sheets.
Most of the transactions transferring lease and mortgage loans receivable utilized securitization trusts prior to April 1, 2010. In those transactions, certain subsidiaries initially transferred the receivables to trusts that had satisfied the conditions of Qualifying SPEs (QSPEs), and received the beneficial interests in trusts originated from the transferred assets. Subsequently, the subsidiaries transferred the interests to and received cash as consideration from SPEs that were not former QSPEs, as a part of securitization arrangements.
26
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
In accordance with the new consolidation provisions effective April 1, 2010, the Company and certain subsidiaries are deemed to have a controlling financial interest and are the primary beneficiary of an SPE if it has both the power to direct the activities of the SPE that most significantly impact the SPEs economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPE. As a result of adoption of these provisions, the Company consolidated former QSPEs that were unconsolidated prior to April 1, 2010 using the carrying amounts of the SPEs assets and liabilities as of April 1, 2010.
The incremental impact of adoption of these provisions on the Companys consolidated balance sheet as of April 1, 2010 is set forth in the following table. A net reduction of total equity of ¥17,919 million was principally relating to the reversal of previously recognized gains on sales of financial assets as a cumulative effect adjustment.
| Millions of yen | ||||
| Net increase (decrease) |
||||
| Cash and cash equivalents |
12,030 | |||
| Current portion of financial assets transferred to consolidated securitization entities |
339,875 | |||
| Prepaid expenses and other current assets |
(33,283 | ) | ||
| Investments and advances, including affiliated companies |
(117,370 | ) | ||
| Financial assets transferred to consolidated securitization entities |
457,104 | |||
| Other assets |
12,202 | |||
|
|
|
|||
| Total assets |
670,558 | |||
|
|
|
|||
| Current portion of long-term debt |
(4,898 | ) | ||
| Current portion of non-recourse borrowings of consolidated securitization entities |
347,367 | |||
| Other current liabilities |
(55,163 | ) | ||
| Long-term debt |
(2,081 | ) | ||
| Non-recourse borrowings of consolidated securitization entities |
403,252 | |||
|
|
|
|||
| Total liabilities |
688,477 | |||
|
|
|
|||
| Legal reserve and retained earnings |
(7,732 | ) | ||
| Accumulated other comprehensive loss |
(2,977 | ) | ||
| Noncontrolling interests |
(7,210 | ) | ||
|
|
|
|||
| Total equity |
(17,919 | ) | ||
|
|
|
|||
Consolidated SPEs
The Company consolidated SPEs mainly because the Company has both the power to direct the activities of the SPEs that most significantly impact the SPEs economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs. The consolidated SPEs are mainly trusts for the securitizations of lease receivables and mortgage loans receivable.
27
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The tables below summarize the assets and liabilities of the consolidated SPEs as of September 30, 2011 and March 31, 2011 by type of transferred financial assets that those SPEs hold:
| Millions of yen | ||||||||||||||||
| September 30, 2011 | ||||||||||||||||
| Lease receivables |
Mortgage loans receivable |
Others | Total | |||||||||||||
| Cash and cash equivalents |
4,315 | 3,043 | 1,143 | 8,501 | ||||||||||||
| Current portion of financial assets transferred to consolidated securitization entities |
88,256 | 10,814 | 8,857 | 107,927 | ||||||||||||
| Financial assets transferred to consolidated securitization entities |
83,687 | 163,556 | 3,428 | 250,671 | ||||||||||||
| Current portion of non-recourse borrowings of consolidated securitization entities: |
||||||||||||||||
| Loans, mainly from banks |
57,115 | | 122 | 57,237 | ||||||||||||
| Beneficial interests in trusts |
47,824 | 23,335 | 8,267 | 79,426 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 104,939 | 23,335 | 8,389 | 136,663 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-recourse borrowings of consolidated securitization entities: |
||||||||||||||||
| Loans, mainly from banks |
22,248 | | | 22,248 | ||||||||||||
| Beneficial interests in trusts |
15,824 | 129,024 | 2,036 | 146,884 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 38,072 | 129,024 | 2,036 | 169,132 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Millions of yen | ||||||||||||||||
| March 31, 2011 | ||||||||||||||||
| Lease receivables |
Mortgage loans receivable |
Others | Total | |||||||||||||
| Cash and cash equivalents |
4,091 | 3,263 | 1,059 | 8,413 | ||||||||||||
| Current portion of financial assets transferred to consolidated securitization entities |
109,589 | 11,236 | 62,734 | 183,559 | ||||||||||||
| Financial assets transferred to consolidated securitization entities |
123,970 | 175,506 | 4,684 | 304,160 | ||||||||||||
| Current portion of non-recourse borrowings of consolidated securitization entities: |
||||||||||||||||
| Loans, mainly from banks |
75,539 | | 16,512 | 92,051 | ||||||||||||
| Beneficial interests in trusts |
55,396 | 34,178 | 9,243 | 98,817 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 130,935 | 34,178 | 25,755 | 190,868 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-recourse borrowings of consolidated securitization entities: |
||||||||||||||||
| Loans, mainly from banks |
51,359 | | | 51,359 | ||||||||||||
| Beneficial interests in trusts |
34,053 | 131,196 | 2,958 | 168,207 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 85,412 | 131,196 | 2,958 | 219,566 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The assets and liabilities of the consolidated SPEs on the table above exclude intercompany balances that are eliminated in consolidation. Substantially, all of the assets of the consolidated SPEs can only be used to settle obligations of those SPEs.
28
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
Transfers to unconsolidated entities
The following information is related to financial assets transferred to unconsolidated entities and accounted for as sales. Those financial assets are transferred mainly to SPEs sponsored by financial institutions.
Securitizations of lease receivables:
Hitachi Capital Corporation and certain other subsidiaries sold lease receivables to unconsolidated SPEs and other entities. Net gains recognized on the sale of these lease receivables for the six months ended September 30, 2011 and 2010 were ¥3,890 million and ¥3,926 million, respectively. Net gains recognized on the sale of these lease receivables for the three months ended September 30, 2011 and 2010 were ¥1,982 million and ¥2,198 million, respectively. The subsidiaries retained servicing responsibilities, but did not record a servicing asset or liability because the cost to service the receivables approximated the servicing income.
The table below summarizes cash flows received from and paid to the SPEs and other entities during the six months ended September 30, 2011 and 2010:
| Millions of yen | ||||||||
| Six months ended September 30, 2011 |
Six months ended September 30, 2010 |
|||||||
| Proceeds from transfer of lease receivables |
57,167 | 59,015 | ||||||
The table below summarizes cash flows received from and paid to the SPEs and other entities during the three months ended September 30, 2011 and 2010:
| Millions of yen | ||||||||
| Three months ended September 30, 2011 |
Three months ended September 30, 2010 |
|||||||
| Proceeds from transfer of lease receivables |
32,522 | 30,105 | ||||||
The amounts of initial fair value of subordinated interests for the six months ended September 30, 2011 and 2010 were ¥8,447 million and ¥9,008 million, respectively. The amounts of initial fair value of subordinated interests for the three months ended September 30, 2011 and 2010 were ¥3,684 million and ¥4,314 million, respectively. The subordinated interests relating to securitizations of lease receivables are initially classified as Level 3 assets within the fair value hierarchy. The initial fair value of the subordinated interests is determined based on economic assumptions including weighted-average life, expected credit risks, and discount rates.
29
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
Quantitative information about delinquencies, net credit losses, and components of lease receivables subject to transfer and other assets managed together as of and for the six months ended September 30, 2011 and as of and for the year ended March 31, 2011 is as follows:
| Millions of yen | ||||||||||||
| September 30, 2011 | ||||||||||||
| Total principal amount of receivables |
Principal amount of receivables 90 days or more past due |
Net credit loss |
||||||||||
| Total assets managed or transferred: |
||||||||||||
| Lease receivables |
953,690 | 1,067 | 234 | |||||||||
| Assets transferred |
(189,362 | ) | ||||||||||
|
|
|
|||||||||||
| Assets held in portfolio |
764,328 | |||||||||||
|
|
|
|||||||||||
| Millions of yen | ||||||||||||
| March 31, 2011 | ||||||||||||
| Total principal amount of receivables |
Principal amount of receivables 90 days or more past due |
Net credit loss |
||||||||||
| Total assets managed or transferred: |
||||||||||||
| Lease receivables |
1,025,462 | 140 | 1,128 | |||||||||
| Assets transferred |
(158,461 | ) | ||||||||||
|
|
|
|||||||||||
| Assets held in portfolio |
867,001 | |||||||||||
|
|
|
|||||||||||
As of September 30, 2011 and March 31, 2011, the amounts of the maximum exposure to loss were ¥46,450 million and ¥32,194 million, respectively. It mainly consists of the subordinated interests and the obligations to purchase assets with a scope that is considerably limited relating to these securitizations of lease receivables. As of September 30, 2011 and March 31, 2011, the amounts of the subordinated interests measured at fair value relating to these securitizations of lease receivables were ¥27,025 million and ¥18,941 million, respectively.
Securitizations of trade receivables excluding mortgage loans receivable:
The Company and certain subsidiaries sold trade receivables excluding mortgage loans receivable mainly to unconsolidated SPEs and other entities. During the six months ended September 30, 2011 and 2010, proceeds from the transfer of trade receivables excluding mortgage loans receivable were ¥269,726 million and ¥189,547 million, respectively, and net losses recognized on those transfers were ¥92 million and ¥166 million, respectively. During the three months ended September 30, 2011 and 2010, proceeds from the transfer of trade receivables excluding mortgage loans receivable were ¥145,646 million and ¥95,922 million, respectively, and net losses recognized on those transfers were ¥25 million and ¥83 million, respectively. The Company and certain subsidiaries retained servicing responsibilities, but did not record a servicing asset or liability because the cost to service the receivables approximated the servicing income.
30
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
Quantitative information about delinquencies, net credit loss, and components of trade receivables excluding mortgage loans receivable subject to transfer and other assets managed together as of and for the six months ended September 30, 2011 and as of and for the year ended March 31, 2011 is as follows:
| Millions of yen | ||||||||||||
| September 30, 2011 | ||||||||||||
| Total principal amount of receivables |
Principal amount of receivables 90 days or more past due |
Net credit loss |
||||||||||
| Total assets managed or transferred: |
||||||||||||
| Trade receivables excluding mortgage loans receivable |
754,220 | 1,947 | 721 | |||||||||
| Assets transferred |
(211,288 | ) | ||||||||||
|
|
|
|||||||||||
| Assets held in portfolio |
542,932 | |||||||||||
|
|
|
|||||||||||
| Millions of yen | ||||||||||||
| March 31, 2011 | ||||||||||||
| Total principal amount of receivables |
Principal amount of receivables 90 days or more past due |
Net credit loss |
||||||||||
| Total assets managed or transferred: |
||||||||||||
| Trade receivables excluding mortgage loans receivable |
733,090 | 2,698 | 1,025 | |||||||||
| Assets transferred |
(232,374 | ) | ||||||||||
|
|
|
|||||||||||
| Assets held in portfolio |
500,716 | |||||||||||
|
|
|
|||||||||||
As of September 30, 2011 and March 31, 2011, the amounts of the maximum exposure to loss were ¥34,800 million and ¥36,067 million, respectively. It mainly consists of the subordinated interests and obligations to purchase assets with a scope that is considerably limited relating to these securitizations of trade receivables excluding mortgage loans receivable. As of September 30, 2011 and March 31, 2011, the amounts of the subordinated interests relating to these securitizations of trade receivables excluding mortgage loans receivable were ¥19,523 million and ¥16,337 million, respectively.
31
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (6) | Goodwill and Other Intangible Assets |
Goodwill and other intangible assets included in other assets as of September 30, 2011 and March 31, 2011 are as follows:
| Millions of yen | ||||||||||||||||||||||||
| September 30, 2011 | March 31, 2011 | |||||||||||||||||||||||
| Gross carrying amount |
Accumulated amortization |
Net carrying amount |
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
|||||||||||||||||||
| Goodwill |
229,240 | | 229,240 | 171,500 | | 171,500 | ||||||||||||||||||
| Amortized intangible assets: |
||||||||||||||||||||||||
| Software |
739,456 | 618,004 | 121,452 | 727,016 | 612,361 | 114,655 | ||||||||||||||||||
| Software for internal use |
529,065 | 398,136 | 130,929 | 512,515 | 377,550 | 134,965 | ||||||||||||||||||
| Patents |
99,246 | 86,622 | 12,624 | 100,080 | 84,459 | 15,621 | ||||||||||||||||||
| Other |
193,972 | 110,509 | 83,463 | 181,362 | 106,422 | 74,940 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| 1,561,739 | 1,213,271 | 348,468 | 1,520,973 | 1,180,792 | 340,181 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Indefinite-lived intangible assets |
16,359 | | 16,359 | 16,337 | | 16,337 | ||||||||||||||||||
| (7) | Retirement and Severance Benefits |
Net periodic benefit cost for the contributory funded benefit pension plans and the unfunded lump-sum payment plans for the six months ended September 30, 2011 and 2010 consists of the following components:
| Millions of yen | ||||||||
| Six months ended September 30, 2011 |
Six months
ended September 30, 2010 |
|||||||
| Service cost |
36,134 | 35,874 | ||||||
| Interest cost |
25,872 | 26,615 | ||||||
| Expected return on plan assets for the period |
(17,204 | ) | (16,784 | ) | ||||
| Amortization of prior service benefit |
(11,584 | ) | (11,898 | ) | ||||
| Recognized actuarial loss |
43,921 | 44,090 | ||||||
| Transfer to defined contribution pension plan |
(514 | ) | (121 | ) | ||||
| Settlements loss |
395 | | ||||||
| Employees contributions |
(73 | ) | (80 | ) | ||||
|
|
|
|
|
|||||
| 76,947 | 77,696 | |||||||
|
|
|
|
|
|||||
32
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
Net periodic benefit cost for the contributory funded benefit pension plans and the unfunded lump-sum payment plans for the three months ended September 30, 2011 and 2010 consists of the following components:
| Millions of yen | ||||||||
| Three months ended September 30, 2011 |
Three months ended September 30, 2010 |
|||||||
| Service cost |
18,920 | 17,782 | ||||||
| Interest cost |
12,856 | 13,263 | ||||||
| Expected return on plan assets for the period |
(8,574 | ) | (8,358 | ) | ||||
| Amortization of prior service benefit |
(5,912 | ) | (5,811 | ) | ||||
| Recognized actuarial loss |
21,684 | 21,967 | ||||||
| Transfer to defined contribution pension plan |
(15 | ) | | |||||
| Settlements loss |
395 | | ||||||
| Employees contributions |
(35 | ) | (41 | ) | ||||
|
|
|
|
|
|||||
| 39,319 | 38,802 | |||||||
|
|
|
|
|
|||||
| (8) | Common Stock |
Issued shares of common stock as of September 30, 2011 and March 31, 2011 are as follows:
| Issued shares | ||||||||
| September 30, 2011 |
March 31, 2011 |
|||||||
| Issued shares of common stock |
4,520,157,581 | 4,520,144,964 | ||||||
|
|
|
|
|
|||||
| (9) | Treasury Stock |
Shares of treasury stock as of September 30, 2011 and March 31, 2011 are as follows:
| Shares | ||||||||
| September 30, 2011 |
March 31, 2011 |
|||||||
| Shares of treasury stock |
2,645,402 | 2,544,077 | ||||||
|
|
|
|
|
|||||
| (10) | Dividends |
| Decision |
Class of Shares |
Cash dividends (Millions of yen) |
Appropriation from |
Cash dividends per share (Yen) |
Record date |
Effective Date | ||||||||||
| The Board of Directors on May 11, 2011 |
Common stock | 13,553 | Retained earnings |
3.0 | March 31, 2011 | May 31, 2011 | ||||||||||
| The Board of Directors on November 1, 2011 | Common stock | 13,553 | Retained earnings |
3.0 | September 30, 2011 | November 29, 2011 | ||||||||||
33
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (11) | Equity |
The changes in the equity for the six months ended September 30, 2011 and 2010 are summarized as follows:
| Millions of yen | ||||||||||||
| Six months ended September 30, 2011 | ||||||||||||
| Total Hitachi, Ltd. stockholders equity |
Noncontrolling interests |
Total equity | ||||||||||
| Balance at beginning of period |
1,439,865 | 1,001,524 | 2,441,389 | |||||||||
| Dividends to Hitachi, Ltd. stockholders |
(13,553 | ) | | (13,553 | ) | |||||||
| Dividends to noncontrolling interests |
| (11,209 | ) | (11,209 | ) | |||||||
| Equity transactions and other |
(1,156 | ) | 3,635 | 2,479 | ||||||||
| Comprehensive income |
||||||||||||
| Net income |
50,949 | 26,774 | 77,723 | |||||||||
| Other comprehensive income (loss), net of income taxes and reclassification adjustments: |
||||||||||||
| Foreign currency translation adjustments |
(39,811 | ) | (24,548 | ) | (64,359 | ) | ||||||
| Pension liability adjustments |
26,136 | 1,806 | 27,942 | |||||||||
| Net unrealized holding gain on available-for-sale securities |
(11,923 | ) | (1,862 | ) | (13,785 | ) | ||||||
| Cash flow hedges |
51 | (43 | ) | 8 | ||||||||
|
|
|
|
|
|
|
|||||||
| Comprehensive income |
25,402 | 2,127 | 27,529 | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance at end of period |
1,450,558 | 996,077 | 2,446,635 | |||||||||
|
|
|
|
|
|
|
|||||||
34
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| Millions of yen | ||||||||||||
| Six months ended September 30, 2010 | ||||||||||||
| Total Hitachi, Ltd. stockholders equity |
Noncontrolling interests |
Total equity | ||||||||||
| Balance at beginning of period |
1,284,658 | 983,187 | 2,267,845 | |||||||||
| Effect on retained earnings due to consolidation of securitization entities upon initial adoption of the amended provisions of ASC 810 |
(7,732 | ) | (5,225 | ) | (12,957 | ) | ||||||
| Effect on accumulated other comprehensive loss due to consolidation of securitization entities upon initial adoption of the amended provisions of ASC 810 |
(2,977 | ) | (1,985 | ) | (4,962 | ) | ||||||
| Dividends to noncontrolling interests |
| (10,002 | ) | (10,002 | ) | |||||||
| Equity transactions and other |
7,404 | (6,893 | ) | 511 | ||||||||
| Comprehensive income |
||||||||||||
| Net income |
158,049 | 46,388 | 204,437 | |||||||||
| Other comprehensive income (loss), net of income taxes and reclassification adjustments: |
||||||||||||
| Foreign currency translation adjustments |
(43,586 | ) | (18,163 | ) | (61,749 | ) | ||||||
| Pension liability adjustments |
32,552 | 2,503 | 35,055 | |||||||||
| Net unrealized holding gain on available-for-sale securities |
(13,525 | ) | (1,733 | ) | (15,258 | ) | ||||||
| Cash flow hedges |
234 | 834 | 1,068 | |||||||||
|
|
|
|
|
|
|
|||||||
| Comprehensive income |
133,724 | 29,829 | 163,553 | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance at end of period |
1,415,077 | 988,911 | 2,403,988 | |||||||||
|
|
|
|
|
|
|
|||||||
For the three months ended September 30, 2011, total comprehensive income was ¥3,096 million, and for the three months ended September 30, 2010, total comprehensive income was ¥71,485 million.
Accumulated other comprehensive loss, net of income taxes, as of September 30, 2011 and March 31, 2011 consists of the following:
| Millions of yen | ||||||||
| September 30, 2011 |
March 31, 2011 |
|||||||
| Foreign currency translation adjustments |
(292,154 | ) | (252,206 | ) | ||||
| Pension liability adjustments |
(230,429 | ) | (256,566 | ) | ||||
| Net unrealized holding gain on available-for-sale securities |
4,981 | 16,905 | ||||||
| Cash flow hedges |
(1,144 | ) | (1,195 | ) | ||||
|
|
|
|
|
|||||
| Accumulated other comprehensive loss |
(518,746 | ) | (493,062 | ) | ||||
|
|
|
|
|
|||||
35
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (12) | Commitments and Contingencies |
The Company and its operating subsidiaries are contingently liable for loan guarantees to its affiliates and others in the amount of approximately ¥48,616 million as of September 30, 2011.
Hitachi Capital Corporation (HCC) and certain other financial subsidiaries provide guarantees to financial institutions for extending loans to customers of the subsidiaries. As of September 30, 2011, the undiscounted maximum potential future payments under such guarantees amounted to ¥349,345 million. For providing these guarantees, the subsidiaries obtain collateral appropriate for the amount of the guarantees, and therefore, the Company considers the risk to be low. The Company accrued ¥12,502 million as an obligation to stand ready to perform over the term of the guarantees in the event the customer cannot make scheduled payments.
The subsidiaries provide certain revolving lines of credit to their credit card holders in accordance with the terms of the credit card business customer service contracts. In addition, the Company and HCC provide loan commitments to affiliates and others.
The outstanding balance of these revolving lines of credit, credit facilities and loan commitments as of September 30, 2011 is as follows:
| Millions of yen | ||||
| Total commitment available |
11,064 | |||
| Less amount utilized |
849 | |||
|
|
|
|||
| Balance available |
10,215 | |||
|
|
|
|||
A portion of these revolving lines of credit is pending credit approval and cannot be utilized.
The Company and certain subsidiaries have line of credit arrangements with banks in order to secure a financing source for business operations. The unused lines of credit as of September 30, 2011 amounted to ¥510,449 million, primarily related to unused lines of credit belonging to the Company. The Company maintains commitment line agreements with a number of banks and pays commissions as consideration. These commitment agreements generally provide a one-year term, and are subject to renewal at the end of the term. The unused availability under these agreements as of September 30, 2011 amounted to ¥200,000 million. The Company also maintains another commitment line agreement, whose three years and two months term ends in May 2013, with financing companies. The unused availability under this agreement as of September 30, 2011 amounted to ¥200,000 million.
It is a common practice in Japan for companies, in the ordinary course of business, to receive promissory notes in the settlement of trade accounts receivable and to subsequently discount such notes to banks or to transfer them by endorsement to suppliers in the settlement of accounts payable. As of September 30, 2011 and March 31, 2011, the Company and subsidiaries were contingently liable for trade notes discounted and endorsed in the following amounts:
| Millions of yen | ||||||||
| September 30, 2011 |
March 31, 2011 |
|||||||
| Notes discounted |
2,488 | 3,593 | ||||||
| Notes endorsed |
1,862 | 1,851 | ||||||
|
|
|
|
|
|||||
| 4,350 | 5,444 | |||||||
|
|
|
|
|
|||||
36
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
A certain subsidiary is contingently liable for the transfer of export receivables with recourse. As of September 30, 2011, the amount of transfer of export receivables with recourse was ¥7,337 million.
The Company and its subsidiaries provide warranties for certain of their products. The accrued product warranty costs are based primarily on historical experience of actual warranty claims. The changes in accrued product warranty costs for the six months ended September 30, 2011 and 2010 are summarized as follows:
| Millions of yen | ||||||||
| Six months
ended September 30, 2011 |
Six months ended September 30, 2010 |
|||||||
| Balance at beginning of period |
55,329 | 56,957 | ||||||
| Expense recognized upon issuance of warranties |
6,555 | 9,060 | ||||||
| Usage |
(9,459 | ) | (9,791 | ) | ||||
| Other, including effect of foreign currency translation |
(1,285 | ) | (2,070 | ) | ||||
|
|
|
|
|
|||||
| Balance at end of period |
51,140 | 54,156 | ||||||
|
|
|
|
|
|||||
The changes in accrued product warranty costs for the three months ended September 30, 2011 and 2010 are summarized as follows:
| Millions of yen | ||||||||
| Three months ended September 30, 2011 |
Three months ended September 30, 2010 |
|||||||
| Balance at beginning of period |
54,714 | 54,935 | ||||||
| Expense recognized upon issuance of warranties |
2,379 | 5,820 | ||||||
| Usage |
(4,671 | ) | (5,067 | ) | ||||
| Other, including effect of foreign currency translation |
(1,282 | ) | (1,532 | ) | ||||
|
|
|
|
|
|||||
| Balance at end of period |
51,140 | 54,156 | ||||||
|
|
|
|
|
|||||
On June 15, 2006, Hamaoka Nuclear Power Station No. 5 of Chubu Electric Power Co., Inc. shut down due to turbine damage. As a precautionary measure, on July 5, 2006, Shika Nuclear Power Station No. 2 of Hokuriku Electric Power Company, which uses the same type of turbines, was shut down for an examination of the turbines and the examination revealed damage to the turbine vanes. The Company accrued a provision for the repair costs.
In September 2008, Chubu Electric Power Co., Inc. filed a lawsuit against the Company. Chubu Electric Power Co., Inc. sought compensation for consequential losses of ¥41,800 million mostly composed of the additional costs to switch to thermal power arising from the shutdown at Hamaoka Nuclear Power Station No.5. In September 2011, the Tokyo District Court issued a settlement proposal requiring the Company to pay a settlement, and the lawsuit was subsequently settled in October 2011. The Company recognized a loss relating to such settlement for the three months ended September 30, 2011. However, such loss has no material effect on the Companys results of operations.
37
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
In May 2009, Hokuriku Electric Power Company filed a lawsuit against the Company. Hokuriku Electric Power Company seeks compensation for consequential losses of ¥33,701 million mostly composed of the additional costs to switch to thermal power arising from the shutdown at Shika Nuclear Power Station No.2. The Company is vigorously defending itself in this lawsuit. The Company has not accrued for consequential losses related to this lawsuit. However, there can be no assurance that the Company will not be liable for any amount claimed.
In January 2007, the European Commission ordered the Company and one of its affiliated companies to pay a fine for infringement of EC antitrust rules regarding alleged antitrust violations for the gas insulated switchgear equipment used at substations. In April 2007, the Company lodged an appeal with the Court of First Instance of the European Communities (currently the General Court of the European Union) requesting the court to annul the decision of the European Commission. In July 2011, the Court rejected the appeal. The Company and the affiliated company paid that fine in September 2011.
In December 2006, the Company and a subsidiary in Europe received requests for information from the European Commission, and a subsidiary in Japan received a grand jury subpoena in connection with the investigation conducted by the Antitrust Division of the U.S. Department of Justice, all in respect of alleged antitrust violations relating to liquid crystal displays. The Japanese subsidiary paid the fine in relation to the investigation by the Antitrust Division of the U.S. Department of Justice in June 2009.
In June 2007, the Company received requests for information from the European Commission in respect of alleged antitrust violations relating to dynamic random access memories. In May 2010, the European Commission ordered the Company to pay a fine for infringement of EC antitrust rules. The Company paid that fine in August 2010.
In November 2007, a subsidiary of the Company in the U.S. received a grand jury subpoena in connection with the investigation conducted by the Antitrust Division of the U.S. Department of Justice in respect of alleged antitrust violations relating to cathode ray tubes. In addition, in November 2007, two subsidiaries in Asia and in Europe received requests for information from the European Commission. Furthermore, in November 2007, a subsidiary in Canada received requests for information from the Canadian Competition Bureau.
In June 2009, a subsidiary of the Company in Japan received a grand jury subpoena in connection with the investigation conducted by the Antitrust Division of the U.S. Department of Justice and received requests for information from the European Commission, and a subsidiary of the Company in Korea was investigated in Singapore by the Competition Commission of Singapore, all in respect of alleged antitrust violations relating to optical disk drives. In September 2011, the Korean subsidiary received a notice of discontinuation of the investigation from the Competition Commission of Singapore. In October 2011, the Japanese subsidiary agreed to pay a fine in relation to the investigation from the Antitrust Division of the U.S. Department of Justice. These subsidiaries accrued the reasonably estimated amount for the loss in relation to the investigation.
38
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
In July 2011, a subsidiary and an affiliated company of the Company in Japan received a statement of objections from the European Commission in respect of alleged antitrust violations relating to high-voltage power cables. These companies accrued the reasonably estimated amount for the loss.
In July 2011, a subsidiary of the Company in Japan was investigated by the Fair Trade Commission of Japan, a subsidiary in the U.S. was investigated by and received a grand jury subpoena from the Antitrust Division of the U.S. Department of Justice, the Company and a subsidiary in Europe received requests for information from the European Commission, and a subsidiary in Canada received requests for information from the Canadian Competition Bureau, all in respect of alleged antitrust violations relating to automotive equipment.
The Company and these companies have cooperated with the competent authorities in connection with the above matters. Depending upon the outcome of these matters, fines or surcharge payments, the amount of which is uncertain, may be imposed on them. In addition, subsequent to these actions by the competent authorities, civil disputes, including class action lawsuits, involving the Company and some of these companies have arisen in a number of countries, including in the U.S. and Canada. A reasonably estimated amount was accrued for the potential losses in relation to certain of these civil disputes.
Depending upon the outcome of the above legal proceedings, there may be an adverse effect on the consolidated financial position or results of operations. Currently the Company is unable to estimate the adverse effect, if any, of many of these proceedings. Accordingly, except as otherwise stated, no accrual for potential loss has been made. The actual amount of fines, surcharge payments or any other payments resulting from these legal proceedings may be different from the accrued amounts.
In addition to the above, the Company and certain subsidiaries are subject to several legal proceedings and claims which have arisen in the ordinary course of business and have not been finally adjudicated. These actions when ultimately concluded and determined will not, in the opinion of management, have a material adverse effect on the consolidated financial position or results of operations of the Company and subsidiaries.
39
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (13) | Impairment Losses for Long-Lived Assets |
For the six months and three months ended September 30, 2011, the majority of the impairment losses were recorded on property, plant and equipment located in Japan. For the six months and three months ended September 30, 2011, the High Functional Materials & Components segment recognized a loss of ¥6,021 million and ¥5,991 million, respectively, primarily due to restructuring of its semiconductor package material businesses as a result of a recent decrease in demand of the market. The fair value estimates used to determine these losses were based primarily on discounted future cash flows.
For the six months and three months ended September 30, 2010, the majority of the impairment losses were recorded on property, plant and equipment located in Japan and China. For the six months and three months ended September 30, 2010, the Components & Devices segment recognized a loss of ¥4,314 million and ¥4,295 million, respectively, primarily due to a specific type of liquid crystal display components that was projected to have lower production as a result of a recent decrease in demand of the market. The fair value estimates used to determine these losses were based primarily on discounted future cash flows.
40
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (14) | Restructuring Charges |
Certain losses incurred in the reorganization of the Companys operations are considered restructuring charges. Components and related amounts of the restructuring charges, before the related tax effects, for the six months ended September 30, 2011 and 2010 are as follows:
| Millions of yen | ||||||||
| Six months
ended September 30, 2011 |
Six months ended September 30, 2010 |
|||||||
| Special termination benefits |
1,120 | 1,464 | ||||||
| Loss on fixed assets |
50 | 83 | ||||||
|
|
|
|
|
|||||
| 1,170 | 1,547 | |||||||
|
|
|
|
|
|||||
Components and related amounts of the restructuring charges, before the related tax effects, for the three months ended September 30, 2011 and 2010 are as follows:
| Millions of yen | ||||||||
| Three months ended September 30, 2011 |
Three months ended September 30, 2010 |
|||||||
| Special termination benefits |
582 | 1,333 | ||||||
| Loss on fixed assets |
26 | 83 | ||||||
|
|
|
|
|
|||||
| 608 | 1,416 | |||||||
|
|
|
|
|
|||||
41
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The Company and certain subsidiaries provided special termination benefits to those employees voluntarily leaving the companies. The accrued special termination benefits were recognized at the time voluntary termination was offered and benefits were accepted by the employees. An analysis of the accrued special termination benefits and one-time termination benefits, which certain subsidiaries provided due to the subsidiaries liquidations, for the six months ended September 30, 2011 and 2010 is as follows:
| Millions of yen | ||||||||
| Six months ended September 30, 2011 |
Six months ended September 30, 2010 |
|||||||
| Balance at beginning of the period |
3,358 | 8,170 | ||||||
| New charges |
1,120 | 1,464 | ||||||
| Cash payments |
(3,584 | ) | (6,536 | ) | ||||
| Foreign currency exchange rate changes |
(13 | ) | (80 | ) | ||||
|
|
|
|
|
|||||
| Balance at end of the period |
881 | 3,018 | ||||||
|
|
|
|
|
|||||
An analysis of the accrued special termination benefits for the three months ended September 30, 2011 and 2010 is as follows:
| Millions of yen | ||||||||
| Three months ended September 30, 2011 |
Three months ended September 30, 2010 |
|||||||
| Balance at beginning of the period |
1,872 | 4,735 | ||||||
| New charges |
582 | 1,333 | ||||||
| Cash payments |
(1,557 | ) | (3,056 | ) | ||||
| Foreign currency exchange rate changes |
(16 | ) | 6 | |||||
|
|
|
|
|
|||||
| Balance at end of the period |
881 | 3,018 | ||||||
|
|
|
|
|
|||||
The restructuring charges for the six months and three months ended September 30, 2010 mainly consist of special termination benefits for the early-terminated employees of subsidiaries for the purpose of reducing costs and improving profitability in the Components & Devices segment.
42
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (15) | Other Income and Other Deductions |
The following items are included in other income or other deductions for the six months ended September 30, 2011 and 2010.
| Millions of yen | ||||||||
| Six months ended September 30, 2011 |
Six months ended September 30, 2010 |
|||||||
| Net gain (loss) on securities |
(4,112 | ) | 72,300 | |||||
| Net gain on sale and disposal of rental assets and other property |
6,496 | 3,618 | ||||||
| Exchange loss |
(14,940 | ) | (13,547 | ) | ||||
| The following items are included in other income or other deductions for the three months ended September 30, 2011 and 2010. | ||||||||
| Millions of yen | ||||||||
| Three months ended September 30, 2011 |
Three months ended September 30, 2010 |
|||||||
| Net gain (loss) on securities |
(3,136 | ) | 1,975 | |||||
| Net gain on sale and disposal of rental assets and other property |
466 | 1,987 | ||||||
| Exchange loss |
(11,822 | ) | (3,551 | ) | ||||
The major component of net gain on securities for the six months ended September 30, 2010 was related to a sale of shares of IPS Alpha Technology, Ltd., a former affiliated company accounted for by the equity method.
43
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (16) | Net Income Per Share Information |
The reconciliations of the numbers and the amounts used in the basic and diluted net income attributable to Hitachi, Ltd. stockholders per share computations for the six months ended September 30, 2011 and 2010 are as follows:
| Number of shares | ||||||||
| Six months ended September 30, 2011 |
Six months
ended September 30, 2010 |
|||||||
| Weighted average number of shares on which basic net income per share is calculated |
4,517,498,130 | 4,515,838,589 | ||||||
| Effect of dilutive securities: |
||||||||
| Unsecured convertible bonds (due 2014) |
313,433,487 | 315,433,607 | ||||||
|
|
|
|
|
|||||
| Number of shares on which diluted net income per share is calculated |
4,830,931,617 | 4,831,272,196 | ||||||
|
|
|
|
|
|||||
| Millions of yen | ||||||||
| Six months ended September 30, 2011 |
Six months ended September 30, 2010 |
|||||||
| Net income attributable to Hitachi, Ltd. stockholders |
50,949 | 158,049 | ||||||
| Effect of dilutive securities: |
||||||||
| Unsecured convertible bonds (due 2014) |
35 | 36 | ||||||
| Other |
(12 | ) | (220 | ) | ||||
|
|
|
|
|
|||||
| Net income attributable to Hitachi, Ltd. stockholders on which diluted net income per share is calculated |
50,972 | 157,865 | ||||||
|
|
|
|
|
|||||
| Yen | ||||||||
| Net income attributable to Hitachi, Ltd. stockholders per share: |
||||||||
| Basic |
11.28 | 35.00 | ||||||
| Diluted |
10.55 | 32.68 | ||||||
44
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The reconciliations of the numbers and the amounts used in the basic and diluted net income attributable to Hitachi, Ltd. stockholders per share computations for the three months ended September 30, 2011 and 2010 are as follows:
| Number of shares | ||||||||
| Three months ended September 30, 2011 |
Three months ended September 30, 2010 |
|||||||
| Weighted average number of shares on which basic net income per share is calculated |
4,517,470,449 | 4,515,845,449 | ||||||
| Effect of dilutive securities: |
||||||||
| Unsecured convertible bonds (due 2014) |
313,429,502 | 315,430,702 | ||||||
|
|
|
|
|
|||||
| Number of shares on which diluted net income per share is calculated |
4,830,899,951 | 4,831,276,151 | ||||||
|
|
|
|
|
|||||
| Millions of yen | ||||||||
| Three months ended September 30, 2011 |
Three months ended September 30, 2010 |
|||||||
| Net income attributable to Hitachi, Ltd. stockholders |
48,018 | 71,991 | ||||||
| Effect of dilutive securities: |
||||||||
| Unsecured convertible bonds (due 2014) |
18 | 18 | ||||||
| Other |
(0 | ) | (100 | ) | ||||
|
|
|
|
|
|||||
| Net income attributable to Hitachi, Ltd. stockholders on which diluted net income per share is calculated |
48,036 | 71,909 | ||||||
|
|
|
|
|
|||||
| Yen | ||||||||
| Net income attributable to Hitachi, Ltd. stockholders per share: |
||||||||
| Basic |
10.63 | 15.94 | ||||||
| Diluted |
9.94 | 14.88 | ||||||
45
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (17) | Concentrations of Credit Risk |
The Company and its subsidiaries generally do not have significant concentrations of credit risk to any counterparties nor any regions because they are diversified and spread globally.
| (18) | Derivative Instruments and Hedging Activities |
Overall risk profile
The major manufacturing bases of the Company and its subsidiaries are located in Japan and Asia. The selling bases are located globally, and the Company and its subsidiaries generated approximately 45% of their sales from overseas for the six months ended September 30, 2011. These overseas sales are mainly denominated in the U.S. dollar or Euro. As a result, the Company and its subsidiaries are exposed to market risks from changes in foreign currency exchange rates.
The Companys financing subsidiaries in the U.K., the U.S. and Singapore issue variable rate medium-term notes mainly through the Euro markets to finance their overseas long-term operating capital. As a result, the Company and its subsidiaries are exposed to market risks from changes in foreign currency exchange rates and interest rates.
The Company and its subsidiaries are also exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments, but it is not expected that any counterparties will fail to meet their obligations because most of the counterparties are internationally recognized financial institutions that are rated A or higher and contracts are diversified into a number of major financial institutions.
The Company and its subsidiaries have an insignificant amount of derivative instruments containing credit-risk-related contingent features, such as provisions that require the Companys debt to maintain an investment grade credit rating from each of the major credit rating agencies.
Risk management policy
The Company and its subsidiaries assess foreign currency exchange rate risk and interest rate risk by continually monitoring changes in these exposures and by evaluating hedging opportunities. It is the Companys principal policy that the Company and its subsidiaries do not enter into derivative financial instruments for speculation purposes.
Foreign currency exchange rate risk management
The Company and its subsidiaries have assets and liabilities which are exposed to foreign currency exchange rate risk and, as a result, they enter into forward exchange contracts and cross currency swap agreements for the purpose of hedging these risk exposures.
In order to fix the future net cash flows principally from trade receivables and payables recognized, which are denominated in foreign currencies, the Company and its subsidiaries on a monthly basis measure the volume and due date of future net cash flows by currency. In accordance with the Companys policy, a certain portion of measured net cash flows is covered using forward exchange contracts, which principally mature within one year.
The Company and its subsidiaries enter into cross currency swap agreements with the same maturities as underlying debt to fix cash flows from long-term debt denominated in foreign currencies. The hedging relationship between the derivative financial instrument and its hedged item is highly effective in achieving offsetting changes in foreign currency exchange rates.
46
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
Interest rate risk management
The Companys and certain subsidiaries exposure to interest rate risk is related principally to long-term debt obligations. Management believes it is prudent to minimize the variability caused by interest rate risk.
To meet this objective, the Company and certain subsidiaries principally enter into interest rate swaps to manage fluctuations in cash flows. The interest rate swaps entered into are receive-variable, pay-fixed interest rate swaps. Under the interest rate swaps, the Company and certain subsidiaries receive variable interest rate payments on long-term debt associated with medium-term notes and make fixed interest rate payments, thereby creating fixed interest rate long-term debt.
Certain financing subsidiaries mainly finance a portion of their operations using long-term debt with a fixed interest rate and lend funds at variable interest rates. Therefore, such companies are exposed to interest rate risk. Management believes it is prudent to minimize the variability caused by interest rate risk. To meet this objective, certain financing subsidiaries principally enter into interest rate swaps converting the fixed rate to a variable rate to manage fluctuations in fair value resulting from interest rate risk. Under the interest rate swaps, certain financing subsidiaries receive fixed interest rate payments associated with long-term debt, including medium-term notes, and make variable interest rate payments, thereby creating variable-rate long-term debt.
The hedging relationship between the interest rate swaps and its hedged item is highly effective in achieving offsetting changes in cash flows and fair value resulting from interest rate risk.
Fair value hedge
Changes in the fair value of both recognized assets and liabilities, and derivative financial instruments designated as fair value hedges of these assets and liabilities are recognized in other income (deductions). Derivative financial instruments designated as fair value hedges include forward exchange contracts associated with operating transactions, cross currency swap agreements and interest rate swaps associated with financing transactions.
Cash flow hedge
Foreign currency exposure:
Changes in the fair value of forward exchange contracts designated and qualifying as cash flow hedges of forecasted transactions are reported in accumulated other comprehensive income (AOCI). These amounts are reclassified into earnings in the same period as the hedged items affect earnings.
Interest rate exposure:
Changes in fair values of interest rate swaps designated as hedging instruments for the variability of cash flows associated with long-term debt obligations are reported in AOCI. These amounts subsequently are reclassified into interest charges as a yield adjustment in the same period in which the hedged debt obligations affect earnings.
47
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (19) | Fair Value |
ASC 820 establishes a fair value hierarchy that prioritizes the use of observable inputs in markets over the use of unobservable inputs when measuring fair value as follows:
Level 1
Quoted prices for identical assets or liabilities in active markets.
Level 2
Quoted prices for similar assets or liabilities in active markets; quoted prices associated with transactions that are not distressed for identical or similar assets or liabilities in markets that are not active; or valuations whose significant inputs are derived from or corroborated by observable market data.
Level 3
Valuations using inputs that are not observable.
Investments in debt and equity securities
Investment securities of which quoted market prices are available to determine their fair value are included in Level 1. Level 1 securities include available-for-sale securities such as listed stocks on exchange markets, debt securities such as Japan treasury bonds and U.S. treasury bonds and exchange traded funds.
In the absence of an active market for investment securities, quoted prices for similar investment securities, quoted prices associated with transactions that are not distressed for identical or similar investment securities or other relevant information including market interest rate curves, referenced credit spreads or default rates, are used to determine fair value. These investments are included in Level 2. Level 2 securities include short-term investments and available-for-sale securities such as listed stocks traded over-the-counter, investment funds and debt securities traded over-the-counter.
In infrequent circumstances, the significant inputs of fair value for investment securities are unobservable and the Company mainly uses an income or market approach to corroborate relevant information provided by financial institutions. These investments are included in Level 3. Level 3 securities include available-for-sale securities such as subordinated debentures and structured bonds with little market activity.
Derivatives
Closing prices are used for derivatives included in Level 1, which are traded on active markets. The majority of derivatives are traded on over-the-counter markets, which the Company does not deem to represent active markets. Derivative assets and liabilities for which fair value is based on quoted prices associated with transactions that are not distressed, in markets that are not active, or based on models using interest rate curves and forward and spot prices for currencies and commodities are included in Level 2. Derivatives included in Level 2 primarily consist of interest rate swaps, cross-currency swaps and foreign currency and commodity forward and option contracts. In infrequent circumstances, the significant inputs of fair value are unobservable and the Company mainly uses an income or market approach to corroborate relevant information provided by financial institutions. These derivatives are included in Level 3.
48
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
Subordinated interests resulting from securitization
When fair value is determined using observable inputs, including prices of recent transactions in markets that are not distressed, subordinated interests are included in Level 2. When significant inputs are not observable, fair value is determined based on economic assumptions used in measuring the fair value of the subordinated interests, including weighted-average life, expected credit risks, and discount rates, and the subordinated interests are included in Level 3.
The following tables present the assets and liabilities that are measured at fair value on a recurring basis and the fair value hierarchy classification as of September 30, 2011 and March 31, 2011. The carrying values on the consolidated balance sheets are recorded by the fair value of these assets and liabilities.
| Millions of yen | ||||||||||||||||
| September 30, 2011 | ||||||||||||||||
| Total Balance |
Fair value hierarchy classification | |||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Assets: |
||||||||||||||||
| Investments in securities |
||||||||||||||||
| Equity securities |
124,706 | 123,933 | 773 | | ||||||||||||
| Government debt securities |
4,288 | 4,275 | 13 | | ||||||||||||
| Corporate debt securities |
29,705 | | 4,688 | 25,017 | ||||||||||||
| Other |
6,420 | 5,988 | 432 | | ||||||||||||
| Derivatives |
30,459 | | 30,459 | | ||||||||||||
| Subordinated interests resulting from securitization |
45,357 | | | 45,357 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 240,935 | 134,196 | 36,365 | 70,374 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Liabilities: |
||||||||||||||||
| Derivatives |
(6,891 | ) | | (6,891 | ) | | ||||||||||
| Millions of yen | ||||||||||||||||
| March 31, 2011 | ||||||||||||||||
| Total Balance |
Fair value hierarchy classification | |||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Assets: |
||||||||||||||||
| Investments in securities |
||||||||||||||||
| Equity securities |
145,816 | 145,069 | 747 | | ||||||||||||
| Government debt securities |
3,232 | 3,219 | 13 | | ||||||||||||
| Corporate debt securities |
38,080 | | 5,154 | 32,926 | ||||||||||||
| Other |
9,307 | 6,434 | 2,873 | | ||||||||||||
| Derivatives |
22,057 | | 22,057 | | ||||||||||||
| Subordinated interests resulting from securitization |
34,066 | | | 34,066 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 252,558 | 154,722 | 30,844 | 66,992 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Liabilities: |
||||||||||||||||
| Derivatives |
(10,988 | ) | | (10,988 | ) | | ||||||||||
49
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The following tables present the changes in Level 3 instruments measured on a recurring basis for the six months ended September 30, 2011 and 2010.
| Millions of yen | ||||||||||||
| Six months ended September 30, 2011 | ||||||||||||
| Corporate debt securities |
Subordinated interests resulting from securitization |
Total | ||||||||||
| Balance at beginning of period |
32,926 | 34,066 | 66,992 | |||||||||
| Purchases |
3,418 | 18,322 | 21,740 | |||||||||
| Sales |
(1,492 | ) | | (1,492 | ) | |||||||
| Settlements |
(8,900 | ) | (5,600 | ) | (14,500 | ) | ||||||
| Total gains or losses (realized/unrealized) |
||||||||||||
| Included in earnings (a) |
(1,093 | ) | 97 | (996 | ) | |||||||
| Included in other comprehensive income |
158 | (1,528 | ) | (1,370 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Balance at end of period |
25,017 | 45,357 | 70,374 | |||||||||
|
|
|
|
|
|
|
|||||||
| The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2011 |
(1,085 | ) | | (1,085 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| (a) | Level 3 gains and losses (realized and unrealized) included in earnings for the six months ended September 30, 2011 are reported in other income (deductions) for corporate debt securities and are reported in revenue for subordinated interests resulting from securitization. |
50
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| Millions of yen | ||||||||||||
| Six months ended September 30, 2010 | ||||||||||||
| Corporate debt securities |
Subordinated interests resulting from securitization |
Total | ||||||||||
| Balance at beginning of period |
28,933 | 115,417 | 144,350 | |||||||||
| Effect of consolidation of securitization entities upon initial adoption of the amended provisions of ASC 810 (a) |
| (113,651 | ) | (113,651 | ) | |||||||
| Purchases, sales, issuances and settlements |
3,501 | 8,175 | 11,676 | |||||||||
| Total gains or losses (realized/unrealized) |
||||||||||||
| Included in earnings (b) |
327 | | 327 | |||||||||
| Included in other comprehensive income |
1,630 | | 1,630 | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance at end of period |
34,391 | 9,941 | 44,332 | |||||||||
|
|
|
|
|
|
|
|||||||
| The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2010 |
| | | |||||||||
|
|
|
|
|
|
|
|||||||
| (a) | A portion of subordinated interests resulting from securitization was eliminated because of the consolidation of securitization entities. |
| (b) | Level 3 gains and losses (realized and unrealized) included in earnings for the six months ended September 30, 2010 are reported in other income (deductions) for corporate debt securities and are reported in revenue for subordinated interests resulting from securitization. |
51
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The following tables present the changes in Level 3 instruments measured on a recurring basis for the three months ended September 30, 2011 and 2010.
| Millions of yen | ||||||||||||
| Three months ended September 30, 2011 | ||||||||||||
| Corporate debt securities |
Subordinated interests resulting from securitization |
Total | ||||||||||
| Balance at beginning of period |
30,022 | 37,508 | 67,530 | |||||||||
| Purchases |
1,600 | 11,565 | 13,165 | |||||||||
| Sales |
(692 | ) | | (692 | ) | |||||||
| Settlements |
(5,100 | ) | (2,713 | ) | (7,813 | ) | ||||||
| Total gains or losses (realized/unrealized) |
||||||||||||
| Included in earnings (a) |
(789 | ) | 43 | (746 | ) | |||||||
| Included in other comprehensive income |
(24 | ) | (1,046 | ) | (1,070 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Balance at end of period |
25,017 | 45,357 | 70,374 | |||||||||
|
|
|
|
|
|
|
|||||||
| The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2011 |
(785 | ) | | (785 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| (a) | Level 3 gains and losses (realized and unrealized) included in earnings for the three months ended September 30, 2011 are reported in other income (deductions) for corporate debt securities and are reported in revenue for subordinated interests resulting from securitization. |
52
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| Millions of yen | ||||||||||||
| Three months ended September 30, 2010 | ||||||||||||
| Corporate debt securities |
Subordinated interests resulting from securitization |
Total | ||||||||||
| Balance at beginning of period |
33,214 | 5,653 | 38,867 | |||||||||
| Purchases, sales, issuances and settlements |
908 | 4,288 | 5,196 | |||||||||
| Total gains or losses (realized/unrealized) |
||||||||||||
| Included in earnings (a) |
(1 | ) | | (1 | ) | |||||||
| Included in other comprehensive income |
270 | | 270 | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance at end of period |
34,391 | 9,941 | 44,332 | |||||||||
|
|
|
|
|
|
|
|||||||
| The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2010 |
| | | |||||||||
|
|
|
|
|
|
|
|||||||
| (a) | Level 3 gains and losses (realized and unrealized) included in earnings for the three months ended September 30, 2010 are reported in other income (deductions) for corporate debt securities and are reported in revenue for subordinated interests resulting from securitization. |
Assets that are measured at fair value during the period on a non-recurring basis because they are deemed to be impaired are not included in the above tables.
The Company writes down the carrying amount of equity-method and cost-method investments on the consolidated balance sheets when the Company deems the decline of fair value to be other-than-temporary. The fair value of the equity-method investments which are listed on an active market is included in Level 1. The fair value of equity-method investments determined using an income approach, based on discounted cash flows using unobservable inputs is included in Level 3. Also, a weighted-average fair value determined using both a market approach and an income approach, which incorporate both observable inputs, such as quoted market prices of comparable companies, and discounted cash flow using unobservable inputs, is included in Level 3. The Company calculates discounted cash flows of these equity-method investments based on business forecasts, market trends, and assumptions of projected business plans. The Company uses both a market approach and an income approach to determine the fair value of the cost-method investments. The fair value based on observable inputs such as quoted market prices of similar investments is included in Level 2. The fair value primarily based on discounted cash flows using unobservable inputs based on business forecasts, market trends, and assumptions of projected business plans is included in Level 3.
The Company also writes down the carrying amount of long-lived assets on the consolidated balance sheets mainly when the Company deems the carrying amount of certain long-lived assets is not recoverable and exceeds its fair value. The Company mainly uses an income approach or a market approach to calculate the fair value of long-lived assets. These measurements are included in Level 3 since they are based primarily on discounted cash flows using unobservable inputs based on business forecasts, market trends, and assumptions of projected business plans.
53
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The following tables present the assets measured at fair value on a non-recurring basis and the gains or losses recognized for the six months ended September 30, 2011 and 2010.
| Millions of yen | ||||||||||||||||
| Six months ended September 30, 2011 | ||||||||||||||||
| Fair value hierarchy classification | Total
gains (losses) |
|||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Long-lived assets (a) |
||||||||||||||||
| High Functional Materials & Components segment |
| | 357 | (6,021 | ) | |||||||||||
| Other |
| | 0 | (154 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
| | 357 | (6,175 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | The carrying value as of September 30, 2011 is not equal to the fair value at the time of impairment because of depreciation expense subsequent to impairment. |
| Millions of yen | ||||||||||||||||
| Six months ended September 30, 2010 | ||||||||||||||||
| Fair value hierarchy classification | Total
gains (losses) |
|||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Long-lived assets (a) |
||||||||||||||||
| Components & Devices segment |
| | 894 | (4,314 | ) | |||||||||||
| Other |
| | 2,542 | (1,555 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
| | 3,436 | (5,869 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | The carrying value as of September 30, 2010 is not equal to the fair value at the time of impairment because of depreciation expense subsequent to impairment. |
The following tables present the assets measured at fair value on a non-recurring basis and the gains or losses recognized for the three months ended September 30, 2011 and 2010.
| Millions of yen | ||||||||||||||||
| Three months ended September 30, 2011 | ||||||||||||||||
| Fair value hierarchy classification | Total
gains (losses) |
|||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Long-lived assets |
||||||||||||||||
| High Functional Materials & Components segment |
| | 348 | (5,991 | ) | |||||||||||
| Other |
| | 0 | (153 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
| | 348 | (6,144 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Millions of yen | ||||||||||||||||
| Three months ended September 30, 2010 | ||||||||||||||||
| Fair value hierarchy classification | Total
gains (losses) |
|||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Long-lived assets |
||||||||||||||||
| Components & Devices segment |
| | 894 | (4,295 | ) | |||||||||||
| Other |
| | 1,049 | (1,472 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
| | 1,943 | (5,767 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
54
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (20) | Financing Receivables and Allowance for Doubtful Receivables |
Financing receivables from equipment leases, installment arrangements, mortgage loans, and other receivables with a contractual maturity of one year or more are subject to disclosure as reported in this note. Trade receivables from sales of products or services that have contractual maturities of one year or less are excluded from financing receivables. Finance lease receivables are recorded based on the total minimum payments to be received and unguaranteed residual values less executory costs and unearned income. Installment loans, mortgage loans and other long-term receivables are reported on the amortized cost basis.
The Company classifies financing receivables aggregated and categorized as finance leases, installment loans, mortgage loans, and other, based on the nature of risks and characteristics as described below.
Finance leases are receivables from lease arrangements, including products manufactured by the Company and certain of its subsidiaries, such as information technology equipment, manufacturing machinery and equipment and construction machinery, typically secured by underlying assets. The primary locations of finance leases are Japan, United States, United Kingdom and China mainland. The lease terms range from three to six years. The non-specific allowance for doubtful receivables is collectively determined on the basis of past collection experience, consideration of current economic conditions and changes in our customer collection trends as well as other factors that may affect the customers ability to pay.
Installment loans represent receivables from arrangements with customers and dealers to provide financing primarily for products manufactured by the Company and certain of its subsidiaries, such as manufacturing machinery. Installment loans are typically secured by underlying assets. The primary locations of installment loans are Japan, United States and United Kingdom. The loan term is generally less than three years. The non-specific allowance is collectively determined on the basis of past collection experience, consideration of current economic conditions and changes in our customer collection trends as well as other factors that may affect the customers ability to pay.
Mortgage loans are financing receivables from residential loan arrangements for individuals. Mortgage loans are usually arranged with collateral. The primary location of mortgage loans is Japan; more than fifty percent of mortgage loans are arranged for employees of the Company and its domestic subsidiaries. The term of mortgage loans is usually less than 30 years. The non-specific allowance is collectively determined on the basis of past collection experience, consideration of current economic conditions and changes in our customer collection trends as well as other factors that may affect the customers ability to pay.
The subsidiaries in the financial services segment also provide services such as factoring, loan servicing, and other forms of commercial financing. Financing receivables resulting from those services are classified into other category. The contractual maturities associated with those services generally range over one to three years. The non-specific allowance is collectively determined on the basis of past collection experience, consideration of current economic conditions and changes in our customer collection trends as well as other factors that may affect the customers ability to pay.
55
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
Also, common to all financing receivables, the Company and its subsidiaries individually evaluate collectability of financing receivables either by discounted cash flow analyses when they determine principal and interest of a financing receivable cannot be collected or by estimating the fair value of related collateral when applicable and further estimating the allowance for doubtful receivables. The Company and its subsidiaries have proprietary credit quality indicators appropriate to the unique characteristics of their operations and the nature of their financing receivable portfolios. Based on such indicators as the duration of overdue payments, the unpaid amounts, the existence of extended payment terms, evaluation by third-party credit agencies, and the degree of debtors excessive debt, the Company and its subsidiaries classify and monitor their financial receivables into two categories: the individually evaluated receivables, and the collectively evaluated receivables.
Interest income for long-term financing receivables is recognized on the accrual basis.
As of September 30, 2011 and March 31, 2011, financing receivables include past due receivables in the amount of ¥9,919 million and ¥9,714 million, respectively. Of these amounts, financing receivables past due 90 days or more and still accruing interest amounted to ¥1,846 million and ¥2,846 million, respectively.
The following table presents the allowance for doubtful receivables and recorded investment in financing receivables as of September 30, 2011, and changes in the allowance for the six months ended September 30, 2011.
| Millions of yen | ||||||||||||||||||||
| September 30, 2011 | ||||||||||||||||||||
| Finance leases |
Installment loans |
Mortgage loans |
Other | Total | ||||||||||||||||
| Allowance for doubtful receivables |
||||||||||||||||||||
| Balance, March 31, 2011 |
6,136 | 2,420 | 231 | 7,842 | 16,629 | |||||||||||||||
| Provision |
2,341 | 760 | 117 | 1,656 | 4,874 | |||||||||||||||
| Recovery and other |
(2,047 | ) | (616 | ) | (134 | ) | (1,063 | ) | (3,860 | ) | ||||||||||
| Write off |
(345 | ) | (355 | ) | | (1,193 | ) | (1,893 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance, September 30, 2011 |
6,085 | 2,209 | 214 | 7,242 | 15,750 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Applicable to amounts; Individually evaluated for impairment |
2,475 | 926 | 98 | 4,354 | 7,853 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Applicable to amounts; Collectively evaluated for impairment |
3,610 | 1,283 | 116 | 2,888 | 7,897 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Financing receivables |
||||||||||||||||||||
| Balance, September 30, 2011 |
770,413 | 124,069 | 207,435 | 206,772 | 1,308,689 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Applicable to amounts; Individually evaluated for impairment |
8,436 | 1,815 | 1,188 | 8,802 | 20,241 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Applicable to amounts; Collectively evaluated for impairment |
761,977 | 122,254 | 206,247 | 197,970 | 1,288,448 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
56
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
The following table presents the changes in the allowance for the three months ended September 30, 2011.
| Millions of yen | ||||||||||||||||||||
| September 30, 2011 | ||||||||||||||||||||
| Finance leases |
Installment loans |
Mortgage loans |
Other | Total | ||||||||||||||||
| Allowance for doubtful receivables |
||||||||||||||||||||
| Balance, June 30, 2011 |
6,009 | 2,342 | 179 | 8,074 | 16,604 | |||||||||||||||
| Provision |
1,165 | 190 | 43 | 404 | 1,802 | |||||||||||||||
| Recovery and other |
(883 | ) | (170 | ) | (8 | ) | (548 | ) | (1,609 | ) | ||||||||||
| Write off |
(206 | ) | (153 | ) | | (688 | ) | (1,047 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance, September 30, 2011 |
6,085 | 2,209 | 214 | 7,242 | 15,750 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| The following table presents the allowance for doubtful receivables and recorded investment in financing receivables as of March 31, 2011 | ||||||||||||||||||||
| Millions of yen | ||||||||||||||||||||
| March 31, 2011 | ||||||||||||||||||||
| Finance leases |
Installment loans |
Mortgage loans |
Other | Total | ||||||||||||||||
| Allowance for doubtful receivables |
||||||||||||||||||||
| Balance, March 31, 2011 |
6,136 | 2,420 | 231 | 7,842 | 16,629 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Applicable to amounts; Individually evaluated for impairment |
1,620 | 906 | 88 | 5,082 | 7,696 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Applicable to amounts; Collectively evaluated for impairment |
4,516 | 1,514 | 143 | 2,760 | 8,933 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Financing receivables |
||||||||||||||||||||
| Balance, March 31, 2011 |
873,137 | 126,957 | 218,222 | 217,515 | 1,435,831 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Applicable to amounts; Individually evaluated for impairment |
4,515 | 1,252 | 1,113 | 9,718 | 16,598 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Applicable to amounts; Collectively evaluated for impairment |
868,622 | 125,705 | 217,109 | 207,797 | 1,419,233 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
In addition, as of September 30, 2011 and March 31, 2011, the amounts of impaired loans relating to receivables which arose from sales of products or services are ¥46,535 million and ¥43,628 million, respectively.
57
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
| (21) | Acquisitions and Divestitures |
On September 2, 2011, Hitachi Data Systems Corporation (HDS), a subsidiary of the Company in the Information & Telecommunication Systems segment, purchased additional shares of BlueArc Corporation (BlueArc) for ¥43,153 million, resulting in a 97.8% increase of HDS ownership from 2.2% to 100%. Accordingly, HDS obtained control of BlueArc and it became a wholly owned subsidiary effective September 2, 2011, (the acquisition date).
BlueArc operates a network storage business. HDS made the acquisition to increase its competitiveness in the storage solution business through creating synergy in a field of file storage.
The following table summarizes the consideration paid for BlueArc, the provisional amounts of the assets acquired and liabilities assumed and recognized as of the acquisition date.
| Millions of yen | ||||
| Current assets |
1,499 | |||
| Non-current assets (excluding intangible assets) |
4,749 | |||
| Intangible assets |
||||
| Goodwill (not deductible for tax purposes) |
33,232 | |||
| Other intangible assets |
11,014 | |||
|
|
|
|||
| 50,494 | ||||
|
|
|
|||
| Current liabilities |
(1,400 | ) | ||
| Non-current liabilities |
(5,059 | ) | ||
|
|
|
|||
| (6,459 | ) | |||
|
|
|
|||
| Previously acquired equity interest measured at fair value |
(882 | ) | ||
| Cash paid for acquisition |
(43,153 | ) | ||
|
|
|
|||
| (44,035 | ) | |||
|
|
|
|||
The acquired intangible assets include technical know-how and customer relationships.
The Company is currently evaluating the fair values to be assigned to assets and liabilities of BlueArc at the acquisition date, and therefore the above amounts are subject to change.
The Company recognized a gain of ¥747 million as a result of remeasuring its equity interest in BlueArc held before the business combination at the acquisition date fair value. The gain is included in other deductions in the Companys consolidated statements of operations for the six months and three months ended September 30, 2011.
The fair value of the equity interest held before the business combination in BlueArc, a private entity, was estimated by applying the income approach. This fair value measurement is based on significant inputs that are not observable in the market and thus this fair value is included in Level 3. Key inputs include business forecasts, market trends, assumptions of projected business plans and adjustments because of the lack of control that market participants would consider when estimating the fair value of BlueArc.
The results of operations of BlueArc for the period from the acquisition date to September 30, 2011 were not material.
On a pro forma basis, the effect on revenue, net income and the per share information of the Company for the six months and three months ended September 30, 2010 with assumed acquisition date for BlueArc of April 1, 2010 would not be material.
58
HITACHI, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2011
On March 9, 2011, Hitachi Transport System, Ltd. (Hitachi Transport System), a subsidiary of the Company included in the Others category of segment information, announced its decision to purchase shares of Vantec Corporation (Vantec), through a tender offer to make Vantec its subsidiary. The tender offer price was ¥233,500 per share, which was determined by taking into consideration the market price of Vantecs common stock, Vantecs financial condition, future earnings prospects and a valuation of Vantec stock conducted by a third party appraiser. The price included a premium of approximately 93% over the average share price of Vantecs common stock traded on the First Section of the Tokyo Stock Exchange for the three month period ended March 8, 2011. As a result, Hitachi Transport System purchased 209,550 shares in the tender offer, for ¥48,930 million in the period from March 10, 2011 through April 19, 2011, resulting in an acquisition of 90.12% of the voting rights. Accordingly, Hitachi Transport System obtained control of Vantec and it became a consolidated subsidiary effective April 26, 2011, the settlement date of the tender offer (the acquisition date).
Vantec operates warehousing and transportation related business. Hitachi Transport System made the acquisition to realize synergy in the system logistics and global business and improve the enterprise value of Hitachi Transport System and Vantec.
The following table summarizes the consideration paid for Vantec, the provisional amounts of the assets acquired and liabilities assumed and recognized as of the acquisition date, as well as the fair value as of the acquisition date of the noncontrolling interest in Vantec.
| Millions of yen | ||||
| Current assets |
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