Form 6-K
Table of Contents

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 December 2005

 

Commission File Number 1-8320

 


 

Hitachi, Ltd.

(Translation of registrant’s 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-            

 



Table of Contents

This report on Form 6-K contains the following:

 

1. Consolidated financial statements for the first half of the fiscal year ending March 31, 2006.


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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 January 4, 2006

  By  

/s/ Takashi Hatchoji


        Takashi Hatchoji
        Senior Vice President and Executive Officer


Table of Contents

CONSOLIDATED BALANCE SHEETS

Hitachi, Ltd. and Subsidiaries

September 30, 2005 and March 31, 2005

 

     Millions of yen

   Thousands of
U.S. dollars (note 3)


Assets    September 30,
2005
   March 31,
2005
  

September 30,

2005


Cash and cash equivalents

   646,085    708,715    5,717,566

Short-term investments (note 4)

   180,472    146,568    1,597,097

Trade receivables, net of allowance for doubtful receivables and unearned income-
September 30, 2005 ¥43,826 million ($387,841 thousand);
March 31, 2005 ¥40,579 million:

              

Notes (notes 7 and 10)

   126,818    132,572    1,122,283

Accounts (note 7)

   2,051,288    2,065,194    18,152,991

Inventories (note 5)

   1,329,110    1,198,955    11,762,036

Deferred income tax assets (current)

   279,281    295,532    2,471,513

Prepaid expenses and other current assets

   285,128    264,540    2,523,257

Investments in leases (note 7)

   496,693    526,759    4,395,513

Investments and advances, including affiliated companies (note 4)

   970,789    894,851    8,591,053

Property, plant and equipment (note 6):

              

Land

   435,752    436,308    3,856,212

Buildings

   1,735,930    1,740,057    15,362,212

Machinery and equipment

   5,368,930    5,222,157    47,512,655

Construction in progress

   65,145    57,291    576,505
    
  
  
     7,605,757    7,455,813    67,307,584

Less accumulated depreciation

   5,205,707    5,097,882    46,068,203
    
  
  

Net property, plant and equipment

   2,400,050    2,357,931    21,239,381
    
  
  

Deferred income tax assets (non-current)

   437,544    460,721    3,872,071

Other assets (note 8)

   686,370    683,909    6,074,071
    
  
  
     9,889,628    9,736,247    87,518,832
    
  
  

 

See accompanying notes to consolidated financial statements.

 

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Table of Contents
     Millions of yen

    Thousands of
U.S. dollars (note 3)


 

Liabilities and Stockholders’ Equity

  

September 30,
2005

   

March 31,
2005

   

September 30,

2005

 

 

Short-term debt

   729,199     676,611     6,453,089  

Current portion of long-term debt

   483,950     506,863     4,282,743  

Trade payables:

                  

Notes

   55,067     62,855     487,319  

Accounts

   1,235,110     1,246,401     10,930,177  

Accrued expenses

   830,576     843,022     7,350,230  

Income taxes

   57,471     61,789     508,593  

Advances received

   286,510     247,586     2,535,487  

Deferred income tax liabilities (current)

   2,187     3,011     19,354  

Other current liabilities

   430,822     416,408     3,812,584  

Long-term debt

   1,389,392     1,319,032     12,295,504  

Retirement and severance benefits

   1,011,151     1,033,005     8,948,239  

Deferred income tax liabilities (non-current)

   29,260     25,754     258,938  

Other liabilities

   57,186     65,027     506,071  
    

 

 

Total liabilities

   6,597,881     6,507,364     58,388,328  
    

 

 

                    

Minority interests

   955,871     921,052     8,459,035  

 

Stockholders’ equity:

                  

Common stock

   282,033     282,033     2,495,867  

Capital surplus

   562,635     565,360     4,979,071  

Legal reserve

   110,666     110,214     979,345  

Retained earnings

   1,638,051     1,668,984     14,496,027  

Accumulated other comprehensive loss:

                  

Foreign currency translation adjustments

   (69,637 )   (90,904 )   (616,257 )

Minimum pension liability adjustments

   (237,662 )   (242,672 )   (2,103,203 )

Net unrealized holding gain on available-for-sale securities

   67,589     32,996     598,133  

Cash flow hedges

   (281 )   (944 )   (2,487 )

Treasury stock, at cost

   (17,518 )   (17,236 )   (155,027 )
    

 

 

Total stockholders’ equity

   2,335,876     2,307,831     20,671,469  

Commitments and contingencies (note 10)

                  
    

 

 

     9,889,628     9,736,247     87,518,832  
    

 

 

 

See accompanying notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF OPERATIONS

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2005 and 2004

 

     Millions of yen

    Thousands of
U.S. dollars (note 3)


 
     2005     2004     2005  

 
                    

Revenues

   4,413,319     4,329,935     39,055,920  

 

Cost of sales

   (3,439,903 )   (3,324,078 )   (30,441,619 )

Selling, general and administrative expenses

   (895,662 )   (878,525 )   (7,926,212 )

Impairment losses for long-lived assets (note 11)

   (3,057 )   (7,996 )   (27,053 )

Restructuring charges (note 12)

   (1,567 )   (3,877 )   (13,867 )

Interest income

   7,621     6,113     67,442  

Dividends income

   3,768     4,022     33,345  

Other income (note 13)

   17,681     26,265     156,469  

Interest charges

   (15,673 )   (14,235 )   (138,699 )

Other deductions (note 13)

   (4,410 )   (1,623 )   (39,027 )
    

 

 

Income before income taxes and minority interests

   82,117     136,001     726,699  
                    

Income taxes:

                  

Current

   (50,309 )   (59,857 )   (445,212 )

Deferred

   (10,636 )   (8,213 )   (94,124 )
    

 

 

Total income taxes

   (60,945 )   (68,070 )   (539,336 )

Income before minority interests

   21,172     67,931     187,363  
                    

Minority interests

   (32,118 )   (26,773 )   (284,230 )
    

 

 

Net income (loss)

   (10,946 )   41,158     (96,867 )
    

 

 

     Yen

    U.S. dollars (note 3)

 

Net income (loss) per share (note 14):

                  

Basic

   (3.29 )   12.48     (0.03 )

Diluted

   (3.29 )   12.43     (0.03 )

 

See accompanying notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2005 and 2004

 

     Millions of yen

    Thousands of
U.S. dollars (note 3)


 
     2005     2004     2005  

 

Common stock:

                  

Balance at beginning of period

   282,033     282,032     2,495,867  

Conversion of convertible debentures

   —       1     —    
    

 

 

Balance at end of period

   282,033     282,033     2,495,867  
    

 

 

                    

Capital surplus:

                  

Balance at beginning of period

   565,360     551,690     5,003,186  

Gains on sales of treasury stock

   59     53     522  

Increase (decrease) arising from equity transaction and other

   (2,784 )   661     (24,637 )
    

 

 

Balance at end of period

   562,635     552,404     4,979,071  
    

 

 

                    

Legal reserve:

                  

Balance at beginning of period

   110,214     109,163     975,345  

Net transfer from retained earnings

   245     558     2,168  

Net transfer from minority interests

   207     14     1,832  
    

 

 

Balance at end of period

   110,666     109,735     979,345  
    

 

 

                    

Retained earnings:

                  

Balance at beginning of period

   1,668,984     1,651,272     14,769,770  

Net income (loss)

   (10,946 )   41,158     (96,867 )

Cash dividends

   (18,323 )   (16,490 )   (162,150 )

Net transfer to legal reserve

   (245 )   (558 )   (2,168 )

Net transfer to minority interests

   (1,419 )   (453 )   (12,558 )
    

 

 

Balance at end of period

   1,638,051     1,674,929     14,496,027  
    

 

 

                    

Accumulated other comprehensive loss:

                  

Foreign currency translation adjustments

                  

Balance at beginning of period

   (90,904 )   (95,786 )   (804,460 )

Other comprehensive income, net of reclassification adjustments

   21,771     17,051     192,664  

Net transfer from (to) minority interests

   (504 )   397     (4,461 )
    

 

 

Balance at end of period

   (69,637 )   (78,338 )   (616,257 )
    

 

 

                    

Minimum pension liability adjustments

                  

Balance at beginning of period

   (242,672 )   (329,536 )   (2,147,539 )

Other comprehensive income

   5,044     15,494     44,637  

Net transfer to minority interests

   (34 )   (18 )   (301 )
    

 

 

Balance at end of period

   (237,662 )   (314,060 )   (2,103,203 )
    

 

 

                    

Net unrealized holding gain on available-for-sale securities

                  

Balance at beginning of period

   32,996     31,499     292,000  

Other comprehensive income (loss), net of reclassification adjustments

   34,584     (4,976 )   306,053  

Net transfer from minority interests

   9     13     80  
    

 

 

Balance at end of period

   67,589     26,536     598,133  
    

 

 

                    

Cash flow hedges

                  

Balance at beginning of period

   (944 )   (41 )   (8,354 )

Other comprehensive income (loss), net of reclassification adjustments

   664     (531 )   5,876  

Net transfer to minority interests

   (1 )   (260 )   (9 )
    

 

 

Balance at end of period

   (281 )   (832 )   (2,487 )
    

 

 

                    

Total accumulated other comprehensive loss

   (239,991 )   (366,694 )   (2,123,814 )
    

 

 

                    

Treasury stock, at cost:

                  

Balance at beginning of period

   (17,236 )   (32,162 )   (152,531 )

Acquisition for treasury

   (466 )   (325 )   (4,124 )

Sales of treasury stock

   184     162     1,628  
    

 

 

Balance at end of period

   (17,518 )   (32,325 )   (155,027 )
    

 

 

                    

Total stockholders’ equity

   2,335,876     2,220,082     20,671,469  
    

 

 

                    

Total comprehensive income

   51,117     68,196     452,363  

 

See accompanying notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2005 and 2004

 

     Millions of yen

    Thousands of
U.S. dollars (note 3)


 
     2005     2004     2005  

 

Cash flows from operating activities:

                  

Net income (loss)

   (10,946 )   41,158     (96,867 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

                  

Depreciation

   218,599     206,271     1,934,504  

Amortization

   66,412     63,855     587,717  

Impairment losses for long-lived assets

   3,057     7,996     27,053  

Deferred income taxes

   10,636     8,213     94,124  

Equity in earnings of affiliated companies, net

   (3,416 )   (10,117 )   (30,230 )

Gain on sale of investments and subsidiaries’ common stock

   (9,429 )   (12,449 )   (83,443 )

Impairment of investments in securities

   2,744     3,120     24,283  

Loss (gain) on disposal of rental assets and other property

   7,553     (445 )   66,841  

Income applicable to minority interests

   32,118     26,773     284,230  

Decrease in receivables

   137,913     182,556     1,220,469  

Increase in inventories

   (152,059 )   (189,797 )   (1,345,655 )

(Increase) decrease in prepaid expenses and other current assets

   1,921     (12,803 )   17,000  

Decrease in payables

   (57,512 )   (83,972 )   (508,956 )

Decrease in accrued expenses and retirement and severance benefits

   (44,195 )   (36,907 )   (391,106 )

Decrease in accrued income taxes

   (5,238 )   (14,385 )   (46,354 )

Increase (decrease) in other liabilities

   18,916     (21,711 )   167,398  

Net change in inventory-related receivables from financial services (Note 2 (x))

   5,925     (7,179 )   52,434  

Other

   (1,894 )   323     (16,761 )
    

 

 

Net cash provided by operating activities

   221,105     150,500     1,956,681  

 

Cash flows from investing activities:

                  

(Increase) decrease in short-term investments

   (25,286 )   30,141     (223,770 )

Capital expenditures

   (179,009 )   (166,845 )   (1,584,150 )

Purchase of assets to be leased (Note 2 (x))

   (233,245 )   (253,746 )   (2,064,115 )

Collection of investments in leases (Note 2 (x))

   199,231     168,986     1,763,106  

Proceeds from disposal of rental assets and other property

   37,268     44,183     329,805  

Proceeds from sale of investments and subsidiaries’ common stock

   36,115     32,875     319,602  

Purchase of investments and subsidiaries’ common stock

   14,273     (7,653 )   126,310  

Purchase of software (Note 2 (x))

   (60,234 )   (61,221 )   (533,044 )

Other

   (44,605 )   19,669     (394,735 )
    

 

 

Net cash used in investing activities

   (255,492 )   (193,611 )   (2,260,991 )

 

Cash flows from financing activities:

                  

Increase (decrease) in short-term debt, net

   (5,384 )   32,225     (47,646 )

Proceeds from long-term debt

   206,330     295,998     1,825,929  

Payments on long-term debt

   (207,162 )   (422,349 )   (1,833,292 )

Proceeds (payments) on subsidiaries’ common stock, net

   (3,971 )   7,539     (35,141 )

Dividends paid to stockholders

   (18,247 )   (16,406 )   (161,478 )

Dividends paid to minority stockholders of subsidiaries

   (9,084 )   (8,135 )   (80,389 )

Acquisition of common stock for treasury

   (466 )   (325 )   (4,124 )

Proceeds from sales of treasury stock

   243     215     2,150  
    

 

 

Net cash used in financing activities

   (37,741 )   (111,238 )   (333,991 )

 

Effect of exchange rate changes on cash and cash equivalents

   9,498     9,002     84,053  
    

 

 

Net decrease in cash and cash equivalents

   (62,630 )   (145,347 )   (554,248 )

Cash and cash equivalents at beginning of period

   708,715     764,396     6,271,814  
    

 

 

Cash and cash equivalents at end of period

   646,085     619,049     5,717,566  
    

 

 

 

See accompanying notes to consolidated financial statements.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

(1) Nature of Operations

 

     Hitachi, Ltd. (the Company) is a Japanese corporation, whose principal office is located in Japan. The Company’s and its subsidiaries’ businesses are diverse, and include information and telecommunication systems, electronic devices, power and industrial systems, digital media and consumer products, high functional materials and components, and other services including financial services and logistics services.

 

(2) Basis of Presentation and Summary of Significant Accounting Policies

 

  (a) Basis of Presentation

 

The Company and its domestic subsidiaries maintain their books of account in conformity with the financial accounting standards of Japan, and its foreign subsidiaries in conformity with those of the countries of their domicile.

 

The consolidated financial statements presented herein have been prepared in a manner and reflect the adjustments which are necessary to conform them with 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 any of the Company and its consolidated entities are the primary beneficiary. A VIE is defined in Financial Accounting Standards Board (FASB) Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51.” This interpretation 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, of which fiscal years 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 Company’s financial position and results of operations, with such subsidiaries during the period from their half-year end to September 30. Intercompany accounts and significant intercompany transactions have been eliminated in consolidation.

 

Investments in corporate joint ventures and affiliated companies that are accounted for using the equity method primarily relate to 20% to 50% owned companies to which the Company has the ability to exercise significant influence over operational and financial policies of the investee company. Investments of less than 20% or where the Company does not have significant influence are accounted for using the cost method.

 

  (c) Cash Equivalents

 

For the purpose of the statement of cash flows, the Company considers all highly liquid investments with insignificant risk of changes in value which have maturities of generally three months or less when purchased to be cash equivalents.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

  (d) Allowance for doubtful receivables

 

Allowance for doubtful receivables, including both trade and investments in leases, is the Company’s and subsidiaries’ best estimate of the amount of probable credit losses in their existing receivables. The allowance is determined based on, but are not limited to, historical collection experience adjusted for the effects of current economic environment, assessment of inherent risks, aging and financial performance of debtors. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

  (e) Foreign Currency Translation

 

Foreign currency financial statements have been translated in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, “Foreign Currency Translation.” Under this standard, the assets and liabilities of the Company’s subsidiaries located outside Japan are translated into Japanese yen at the rates of exchange in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the year. Gains and losses resulting from foreign currency transactions are included in other income (deductions), and those resulting from translation of financial statements are excluded from the consolidated statements of operations and are accumulated and included in accumulated other comprehensive loss as part of stockholders’ equity.

 

  (f) Investments in Securities and Affiliated Companies

 

Equity securities that do not have readily determinable fair values are accounted for under the cost method. The Company classifies investments in securities that have readily determinable fair values and all investments in debt securities in three categories: held-to-maturity securities, trading securities and available-for-sale securities.

 

Held-to-maturity securities are debt securities that the Company has the positive intent and ability to hold to maturity. Trading securities are debt and equity securities that are bought and held principally for the purpose of selling them in the near term. Available-for-sale securities are debt and equity securities not classified as either held-to-maturity securities or trading securities.

 

Held-to-maturity securities are reported at amortized cost. Trading securities are reported at fair value, with unrealized gains and losses included in earnings. Available-for-sale securities are reported at fair value, with unrealized gains and losses reported in other comprehensive income.

 

A decline in fair value of any available-for-sale or held-to-maturity security below the cost basis or the amortized cost basis that is deemed to be other-than-temporary results in a write-down of the cost basis or the amortized cost basis to fair value as a new cost basis and the amount of the write-down is included in earnings.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

On a continuous basis, but no less frequently than at the end of each semi-annual period, the Company evaluates the cost basis of an available-for-sale security for possible impairment. Factors considered in assessing whether an indication of other-than-temporary impairment exists include: the degree of change in the ratio of market prices per share to book value per share at the date of evaluation compared to that at the date of acquisition, the financial condition and prospects of each investee company, industry conditions in which the investee company operates, the fair value of an available-for-sale security relative to the cost basis of the investment, the period of time the fair value of an available-for-sale security has been below the cost basis of the investment and other relevant factors.

 

The Company evaluates the amortized cost basis of a held-to-maturity security for possible impairment by taking into consideration the financial condition, business prospects and credit worthiness of the issuer.

 

Impairment to be recognized is measured based on the amount by which the carrying amount of the investment exceeds the fair value of the investment. Fair value is determined based on quoted market prices, projected discounted cash flows or other valuation techniques as appropriate.

 

On a continuous basis, but no less frequently than at the end of each semi-annual period, the Company evaluates the carrying amount of its ownership interests in equity-method investees and cost method investments for possible impairment. Factors considered in assessing whether an indication of other-than-temporary impairment exists include the achievement of business plan objectives and milestones including cash flow projections and the results of planned financing activities, the financial condition and prospects of each investee company, the fair value of the ownership interest relative to the carrying amount of the investment, the period of time during which the fair value of the ownership interest has been below the carrying amount of the investment and other relevant factors. Impairment to be recognized is measured based on the amount by which the carrying amount of the investment exceeds the fair value of the investment. Fair value is determined based on quoted market prices, projected discounted cash flows or other valuation techniques as appropriate.

 

The cost of a security sold or the amount reclassified out of accumulated other comprehensive income into earnings is determined by the average cost method.

 

  (g) Securitizations

 

The Company and certain subsidiaries have a number of securitization programs. Under those programs, certain financial assets such as lease receivables, trade receivables and others are sold to Special Purpose Entities (SPEs) which are funded through the issuance of asset-backed securities to investors. When a transfer of financial assets is eligible to be accounted for as a sale under SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” the carrying amount of the financial assets is allocated based on relative fair values to the portions to be retained and sold. The Company and its subsidiaries recognize a gain or loss for the difference between the net proceeds received and the allocated carrying amount of the assets sold when the transaction is consummated.

 

Fair values are based on the present value of estimated future cash flows which take into consideration various factors such as expected credit loss and others.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

  (h) Inventories

 

Inventories are stated at the lower of cost or market. Cost is determined by the specific identification method for job order inventories and generally by the average cost method for raw materials and other inventories.

 

  (i) Property, Plant and Equipment

 

Property, plant and equipment are stated at cost. Property, plant and equipment are principally depreciated by the declining-balance method, except for some assets which are depreciated by the straight-line method, over the following estimated useful lives:

 

Buildings     

Buildings and building equipment

   3 to 50 years

Structures

   7 to 60 years
Machinery and equipment     

Machinery

   4 to 13 years

Vehicles

   4 to   7 years

Tools, furniture and fixtures

   2 to 20 years

 

  (j) Goodwill and Other Intangible Assets

 

The Company tests goodwill and indefinite-lived intangible assets for impairment at least annually. The Company performs its annual impairment test during the fourth quarter after the annual forecasting process is completed. Furthermore, goodwill is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The fair value of a reporting unit is estimated using the expected present value of future cash flows. Intangible assets with finite useful lives are amortized over their respective estimated useful lives.

 

  (k) Capitalized Software Costs

 

Costs incurred for computer software developed or obtained for internal use are capitalized and amortized on a straight-line basis over their estimated useful lives in accordance with Statement of Position (SOP) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” In addition, the Company and its subsidiaries develop certain computer software to be sold where related costs are capitalized after establishment of technological feasibility in accordance with SFAS No.86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.” The annual amortization of such capitalized costs is the greater of the amount computed using the ratio of each software’s expected future revenue to current year’s revenue or the straight-line method over the remaining estimated economic life of each software.

 

  (l) Impairment of Long-lived Assets

 

The Company reviews the carrying value of long-lived assets or related group of assets to be held and used, including intangible assets with finite useful lives, for impairment whenever events or circumstances occur that indicate that the carrying value of the assets may not be recoverable. The assets are considered to be impaired when estimated undiscounted cash flows expected to result from the use of the assets and their eventual disposition is less than their carrying values. The impairment losses are measured as the amount by which the carrying value of the asset exceeds the fair value. In determining the fair value, the Company uses available quoted market prices and present value techniques, if appropriate, based on the estimated future cash flow expected to result from the use of the assets and their eventual disposition.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

  (m) Retirement and Severance Benefits

 

The Company accounts for retirement and severance benefits in accordance with SFAS No. 87, “Employers’ Accounting for Pensions.” Unrecognized gains and losses are amortized using the straight-line method over the average remaining service period of active employees.

 

  (n) Derivative Financial Instruments

 

The Company accounts for derivative financial instruments in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. SFAS No. 133 requires that all derivative financial instruments, such as forward exchange and interest rate swap contracts, be recognized in the financial statements as either assets or liabilities and measured at fair value regardless of the purpose or intent for holding them.

 

The Company designates and accounts for hedging derivatives as follows:

 

    “Fair value” hedge: a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment. The changes in fair value of the recognized assets or liabilities or unrecognized firm commitment and the derivatives are recorded in earnings if the hedge is considered highly effective.

 

    “Cash flow” hedge: a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability. The changes in the fair value of the derivatives designated as cash flow hedges are recorded as other comprehensive income if the hedge is considered highly effective. This treatment is continued until earnings are affected by the variability in cash flows or the unrecognized firm commitment of the designated hedged item, at which point changes in fair value of the derivative is recognized in income.

 

    “Foreign currency” hedge: a hedge of foreign-currency fair value or cash flow. The changes in fair value of the recognized assets or liabilities or unrecognized firm commitment and the derivatives are recorded as either earnings or other comprehensive income if the hedge is considered highly effective. Recognition as earnings or other comprehensive income is dependent on the treatment of foreign currency hedges as fair value or cash flow hedges.

 

The Company follows the documentation requirements as prescribed by the standard, which includes risk management objective and strategy for undertaking various hedge transactions. In addition, a formal assessment is made at the hedge’s inception and periodically on an ongoing basis, as to whether the derivative used in hedging activities is highly effective in offsetting changes in fair values or cash flows of hedged items. Hedge accounting is discontinued for ineffective hedges, if any. Subsequent changes in the fair value of derivatives related to discontinued hedges are recognized in earnings immediately.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

  (o) Revenue Recognition

 

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services are rendered, the sales price is fixed and determinable and collectibility is reasonably assured.

 

The Company offers multiple solutions to 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, there is objective and reliable evidence of the fair value of the undelivered item, and 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 all 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 fair values provided that there is objective and reliable evidence of the fair values of all units of accounting in the arrangement. The Company allocates revenue on software arrangements involving multiple elements to each element based on its relative fair value, as evidenced by vendor specific objective evidence (VSOE), or in the absence of VSOE, the residual method. VSOE is the price charged by the Company to an external customer for the same element when such an element is sold separately.

 

Product Sales:

 

Revenue from sales of these 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, this may occur at the time of shipment, when installation is completed or upon the attainment of customer acceptance. The Company’s policy is not to accept product returns unless the products are defective. The conditions of acceptance are governed by the terms of the contract or customer arrangement and those not meeting the predetermined specification are not recorded as revenue. Product warranties are offered on the Company’s and certain subsidiaries’ products (in certain cases separately priced) and a warranty accrual is established when sales are recognized and is based on estimated future costs of repair and replacement principally using our historical experience of warranty claims.

 

Price protection is provided to retailers of the Company’s consumer products business and others to compensate the customer retailers for a decline in the product’s value due mainly to competition. Price protection granted to the customers is classified as a reduction of revenue on the consolidated statements of operations. In addition, it is our policy to accrue reasonably and reliably estimated price adjustment 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).

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

Product revenues which are recognized upon shipment are information technology system products, semiconductor manufacturing equipment, test and measurement equipment, construction equipment, displays, disk drives, televisions, air conditioners, batteries, magnetic tapes, high functional materials, cable products and automotive equipment. Revenues for railway vehicles are recognized upon acceptance or shipment, depending on contract terms. Product revenues that are recognized upon acceptance are medical electronic devices, industrial machinery and equipment, nuclear, thermal and hydroelectric power plants, and elevators and escalators.

 

Revenue from sales of tangible products under long-term construction type arrangements, principally 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 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 (i.e. performance penalty, benchmarking, etc.) in the period in which they become known pursuant to specific contract terms and conditions and are estimable.

 

The Company recognizes software revenue in accordance with the provisions of SOP 97-2, “Software Revenue Recognition,” as amended. Revenue from software consists of software licensing, customized software development and post contract customer support. Revenues from software license arrangements are recognized upon shipment of the software if evidence of the arrangement exists, pricing is fixed and determinable and collectibility is probable. Customized software revenue is recognized upon customer acceptance. Revenue from post contract customer support is amortized over the period of the post contract customer support. Consulting and training services are recognized when the services are rendered.

 

The Company’s standard software license agreement provides for a limited warranty that the license will operate substantially in accordance with the functionality described in the documentation provided with the products. The standard software license does not provide for right of return. The Company provides for warranty at the time of revenue recognition using historical experience of warranty claims. To date such warranty provisions have been insignificant.

 

Service Revenues:

 

Service revenues from maintenance and distribution services are recognized upon completion of service delivery. Revenue from time 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. 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.

 

  (p) Advertising

 

Advertising costs are expensed as incurred.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

  (q) Research and Development Costs

 

Research and development costs are expensed as incurred. Costs incurred in connection with the development of software products for sale are accounted for in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed.” Development costs incurred in the research and development of new software products and enhancements to existing products are expensed as incurred until technological feasibility has been established.

 

  (r) Income Taxes

 

Deferred income taxes are accounted for under the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit carryforwards. Under this method, deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets to their net realizable value if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

 

  (s) Sales of Stock by Subsidiaries

 

The change in the Company’s proportionate share of a subsidiary’s equity resulting from issuance of stock by the subsidiary is accounted for as an income statement recognition.

 

  (t) Net Income Per Share

 

Net income per share is computed in accordance with SFAS No. 128, “Earnings per Share.” This standard requires a dual presentation of basic and diluted net income per share amounts on the face of the statements of operations. Under this standard, basic net income per share is computed based upon the weighted average number of shares of common stock outstanding during each year. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

  (u) Stock-based Compensation

 

The Company and certain subsidiaries have stock-based compensation plans. The Company accounts for those plans under the recognition and measurement principles of Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. For the six months ended September 30, 2005 and 2004, the Company recognized no material stock-based compensation expense.

 

SFAS No. 123, “Accounting for Stock-Based Compensation,” prescribes the recognition of compensation expense based on the fair value of options on the grant date and allows continuous application of APB No. 25 if certain pro forma disclosures are made assuming hypothetical fair value method application. The Company elects to continue applying APB No. 25, however, the pro forma effects of applying SFAS No. 123 on net income (loss) and the per share information for the six months ended September 30, 2005 and 2004 are as follows:

 

     Millions of yen

    Thousands of
U.S. dollars


 
     September 30,
2005


    September 30,
2004


    September 30,
2005


 

Net income (loss) – as reported

   (10,946 )   41,158     (96,867 )

Stock-based compensation expense included in reported net income (loss)

   256     298     2,265  

Stock-based compensation expense determined under SFAS No.123

   (219 )   (246 )   (1,938 )
    

 

 

Net income (loss) – pro forma

   (10,909 )   41,210     (96,540 )
    

 

 

    

Yen


    U.S. dollars

 

Net income (loss) per share:

                  

Basic – as reported

   (3.29 )   12.48     (0.03 )

Basic – pro forma

   (3.27 )   12.50     (0.03 )

Diluted – as reported

   (3.29 )   12.43     (0.03 )

Diluted – pro forma

   (3.28 )   12.45     (0.03 )

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

  (v) Disclosures about Segments of an Enterprise and Related Information

 

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes standards for the manner in which a public business enterprise is required to report financial and descriptive information about its operating segments. This standard defines operating segments as components of an enterprise for which separate financial information is available and evaluated regularly as a means for assessing segment performance and allocating resources to segments. A measure of profit or loss, total assets and other related information is required to be disclosed for each operating segment. Further, this standard requires the disclosure of information concerning revenues derived from the enterprise’s products or services, countries in which it earns revenue or holds assets and major customers. However, certain foreign issuers are presently exempted from the segment disclosure requirements of SFAS No. 131 in filings with the United States Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934, and the Company has not presented the segment information required to be disclosed in the footnotes to the consolidated financial statements under SFAS No. 131.

 

  (w) Guarantees

 

The Company recognizes, at the inception of the guarantees, a liability for the fair value of the obligation undertaken in issuing the guarantee for guarantees issued or modified after December 31, 2002, in accordance with the FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of SFAS No. 5, 57, and 107 and rescission of FASB Interpretation No. 34.”

 

  (x) Presentation of Receivables from Financing Services in Consolidated Statements of Cash Flows

 

Certain financing subsidiaries provide the financing services related to products which the Company and its subsidiaries manufacture under lease agreements. Such transactions were reflected as an operating cash inflow and an investing cash outflow in the consolidated statements of cash flows when a lease agreement was commenced even though there was no cash flow on a consolidated basis. During the forth quarter of the prior year, after considering the concern raised by the SEC in public, the Company has decided to reflect the fact there was no cash received by the consolidated entity at the inception of the lease, resulting in the elimination of the effects of the intercompany transaction, and to properly classify cash receipts from lease receivables related to the products manufactured by the Company and its subsidiaries as operating activities. The reclassification has also been made to the presentation of the prior period’s statement of cash flows and the effect of this reclassification for the six months ended September 30, 2004 is as follows:

 

     Millions of
yen


 

Net cash provided by operating activities, as previously reported

   157,679  

Reclassification

   (7,179 )
    

Revised net cash provided by operating activities

   150,500  
    

Net cash used in investing activities, as previously reported

   (200,790 )

Reclassification

   7,179  
    

Revised net cash used in investing activities

   (193,611 )
    

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

  (y) New Accounting Standards

 

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” The amendments made by SFAS No. 151 clarify that abnormal amounts of costs should be recognized as current-period charges rather than as a portion of the inventory cost. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS No. 151 shall be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. SFAS No. 151 is not expected to have a material effect on the consolidated financial position or results of operations of the Company and subsidiaries.

 

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” The amendments made by SFAS No. 153 is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged and adopted a broader exception for exchanges of nonmonetary assets that do not have commercial substance and should be measured based on the recorded amount of the asset relinquished. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. SFAS No. 153 is not expected to have a material effect on the consolidated financial position or results of operations of the Company and subsidiaries.

 

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 123 (R) supersedes APB No. 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” SFAS No. 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Also, the SEC issued Staff Accounting Bulletin No. 107, in which interpretations expressed views of the staff regarding the interaction between SFAS No. 123 (R) and certain SEC rules and regulations, and provided the staff’s views regarding the valuation of share-based payment arrangements for public companies. The provisions of SFAS No. 123 (R) shall be effective no later than the beginning of the first fiscal year beginning after June 15, 2005, as deferred by the SEC. SFAS No. 123 (R) is not expected to have a material effect on the consolidated financial position or results of operations of the Company and subsidiaries.

 

  (z) Reclassifications

 

Certain reclassifications have been made to prior period balances in order to conform to the current period presentations.

 

(3) Basis of Financial Statement Translation

 

The accompanying consolidated financial statements are expressed in yen and, solely for the convenience of the reader, have been translated into United States dollars at the rate of ¥113=U.S.$1, the approximate exchange rate prevailing on the Tokyo Foreign Exchange Market as of September 30, 2005. This translation should not be construed as a representation that all amounts shown could be converted into U.S. dollars.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

(4) Investments in Securities and Affiliated Companies

 

Short-term investments as of September 30, 2005 and March 31, 2005 are as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2005


   March 31,
2005


   September 30,
2005


Investments in securities:

              

Available-for-sale securities

   93,564    81,583    828,000

Held-to-maturity securities

   57    392    504

Trading securities

   86,851    64,593    768,593
    
  
  
     180,472    146,568    1,597,097
    
  
  

 

Investments and advances, including affiliated companies as of September 30, 2005 and March 31, 2005 are as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2005


   March 31,
2005


   September 30,
2005


Investments in securities:

              

Available-for-sale securities

   404,605    314,471    3,580,575

Held-to-maturity securities

   312    658    2,761

Securities without readily determinable fair values

   82,971    77,755    734,257

Investments in affiliated companies

   345,730    388,076    3,059,557

Advances and other

   137,171    113,891    1,213,903
    
  
  
     970,789    894,851    8,591,053
    
  
  

 

The following is a summary 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 sheets classification as of September 30, 2005 and March 31, 2005.

 

     Millions of yen

     September 30, 2005

     Amortized
cost basis


  

Gross

gains


     Gross  
  losses  


  

  Aggregate  

  fair value  


Short-term investments:

                   

Debt securities

   42,145    23    18    42,150

Other securities

   51,456    18    60    51,414
    
  
  
  
     93,601    41    78    93,564

Investments and advances:

                   

Equity securities

   135,503    161,691    3,210    293,984

Debt securities

   88,302    1,647    848    89,101

Other securities

   21,011    598    89    21,520
    
  
  
  
     244,816    163,936    4,147    404,605
    
  
  
  
     338,417    163,977    4,225    498,169
    
  
  
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

     Thousands of U.S. dollars

     September 30, 2005

    

Amortized

cost basis


  

Gross

gains


  

Gross

losses


  

Aggregate

fair value


Short-term investments:

                   

Debt securities

   372,965    203    159    373,009

Other securities

   455,363    159    531    454,991
    
  
  
  
     828,328    362    690    828,000

Investments and advances:

                   

Equity securities

   1,199,141    1,430,894    28,407    2,601,628

Debt securities

   781,434    14,575    7,505    788,504

Other securities

   185,938    5,292    787    190,443
    
  
  
  
     2,166,513    1,450,761    36,699    3,580,575
    
  
  
  
     2,994,841    1,451,123    37,389    4,408,575
    
  
  
  
     Millions of yen

     March 31, 2005

    

Amortized

cost basis


  

Gross

gains


  

Gross

losses


  

Aggregate

fair value


Short-term investments:

                   

Debt securities

   37,195    34    20    37,209

Other securities

   44,355    19    —      44,374
    
  
  
  
     81,550    53    20    81,583

Investments and advances:

                   

Equity securities

   98,751    102,170    3,623    197,298

Debt securities

   91,412    1,383    907    91,888

Other securities

   24,928    450    93    25,285
    
  
  
  
     215,091    104,003    4,623    314,471
    
  
  
  
     296,641    104,056    4,643    396,054
    
  
  
  

 

The following is a summary 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, 2005 and March 31, 2005.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

     Millions of yen

     September 30, 2005

     Less than 12 months

   12 months or longer

     Aggregate
fair value


   Gross
losses


   Aggregate
fair value


  

Gross

Losses


Short-term investments:

                   

Debt securities

   2,887    18    —      —  

Other securities

   2,060    60    —      —  
    
  
  
  
     4,947    78    —      —  

Investments and advances:

                   

Equity securities

   9,522    2,376    5,195    834

Debt securities

   22,112    494    12,354    354

Other securities

   2,477    34    1,274    55
    
  
  
  
     34,111    2,904    18,823    1,243
    
  
  
  
     39,058    2,982    18,823    1,243
    
  
  
  
     Thousands of U.S. dollars

     September 30, 2005

     Less than 12 months

   12 months or longer

     Aggregate
fair value


   Gross
losses


   Aggregate
fair value


  

Gross

Losses


Short-term investments:

                   

Debt securities

   25,549    159    —      —  

Other securities

   18,230    531    —      —  
    
  
  
  
     43,779    690    —      —  

Investments and advances:

                   

Equity securities

   84,266    21,027    45,974    7,380

Debt securities

   195,681    4,372    109,327    3,133

Other securities

   21,920    300    11,274    487
    
  
  
  
     301,867    25,699    166,575    11,000
    
  
  
  
     345,646    26,389    166,575    11,000
    
  
  
  
     Millions of yen

     March 31, 2005

     Less than 12 months

   12 months or longer

     Aggregate
fair value


   Gross
losses


   Aggregate
fair value


  

Gross

Losses


Short-term investments:

                   

Debt securities

   3,842    20    —      —  

Other securities

   —      —      —      —  
    
  
  
  
     3,842    20    —      —  

Investments and advances:

                   

Equity securities

   10,112    2,694    5,025    929

Debt securities

   14,559    669    10,937    238

Other securities

   5,317    59    905    34
    
  
  
  
     29,988    3,422    16,867    1,201
    
  
  
  
     33,830    3,442    16,867    1,201
    
  
  
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

Debt securities consist primarily of national, local and foreign governmental bonds, debentures issued by banks and corporate bonds. Other securities consist primarily of investment trusts.

 

The proceeds from sale of available-for-sale securities for the six months ended September 30, 2005 and 2004 were ¥22,809 million ($201,850 thousand) and ¥27,703 million, respectively. The gross realized gains on the sale of those securities for the six months ended September 30, 2005 and 2004 were ¥2,588 million ($22,903 thousand) and ¥8,227 million, respectively, while gross realized losses on the sale of those securities for the six months ended September 30, 2005 and 2004 were ¥151 million ($1,336 thousand) and ¥20 million, respectively.

 

For the six months ended September 30, 2005 and 2004, the amount of the net unrealized holding gain or loss on available-for-sale securities that has been included in accumulated other comprehensive loss was a net gain of ¥53,189 million ($470,699 thousand) and a net loss of ¥455 million, respectively, and the amount of gains and losses reclassified out of accumulated other comprehensive loss was a net gain of ¥1,700 million ($15,044 thousand) and ¥4,926 million, respectively.

 

Trading securities consist mainly of investments in trust accounts. The portions of trading gains and losses for the six months ended September 30, 2005 and 2004 that related to trading securities still held at the balance sheet date were a gain of ¥4,488 million ($39,717 thousand) and ¥2,762 million, respectively.

 

The contractual maturities of debt securities and other securities classified as Investments and advances in the consolidated balance sheets as of September 30, 2005 are as follows:

 

     Millions of yen

     September 30, 2005

     Held-to-
maturity


   Available-for-
sale


   Total

Due within five years

   312    41,940    42,252

Due after five years

   —      68,681    68,681
    
  
  
     312    110,621    110,933
    
  
  
     Thousands of U.S. dollars

     September 30, 2005

     Held-to-
maturity


   Available-for-
sale


   Total

Due within five years

   2,761    371,151    373,912

Due after five years

   —      607,796    607,796
    
  
  
     2,761    978,947    981,708
    
  
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

Expected redemptions may differ from contractual maturities because these securities are redeemable at the option of the issuers.

 

The aggregate carrying amount of cost method investments which were not evaluated for impairment as of September 30, 2005 and March 31, 2005 were ¥81,227 million ($718,823 thousand) and ¥75,838 million, respectively, mainly because the Company did not identify any events or changes in circumstances that might have had a significant adverse effect on their fair value.

 

The aggregate fair values of investments in affiliated companies based on the quoted market price as of September 30, 2005 and March 31, 2005 were ¥136,883 million ($1,211,354 thousand) and ¥206,942 million, respectively. The aggregate carrying amount of such investments as of September 30, 2005 and March 31, 2005 were ¥86,698 million ($767,239 thousand) and ¥130,850 million, respectively.

 

As of September 30, 2005 and March 31, 2005, cumulative recognition of other-than-temporary declines in values of investments in certain affiliated companies resulted in the difference of ¥14,673 million ($129,850 thousand) between the carrying amount of the investment and the amount of underlying equity in net assets. In addition, as of September 30, 2005 and March 31, 2005, equity method goodwill included in investments in certain affiliated companies were ¥6,786 million ($60,053 thousand) and ¥8,669 million, respectively.

 

(5) Inventories

 

Inventories as of September 30, 2005 and March 31, 2005 are summarized as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2005


   March 31,
2005


   September 30,
2005


Finished goods

   386,319    371,331    3,418,753

Work in process

   748,252    651,227    6,621,699

Raw materials

   194,539    176,397    1,721,584
    
  
  
     1,329,110    1,198,955    11,762,036
    
  
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

(6) Leases

 

The Company and certain subsidiaries are lessors of manufacturing machinery and equipment under operating lease arrangements with terms ranging from 3 to 6 years.

 

Machinery and equipment at cost under operating leases and accumulated depreciation as of September 30, 2005 amounted to ¥1,494,455 million ($13,225,265 thousand) and ¥1,142,444 million ($10,110,124 thousand), respectively. The leased assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives.

 

The following table shows the future minimum lease receivables of non-cancelable operating leases as of September 30, 2005:

 

Years ending September 30


   Millions of
yen


  

Thousands of

U.S. dollars


2006

   72,033    637,460

2007

   53,057    469,531

2008

   36,575    323,673

2009

   18,191    160,982

2010

   8,218    72,726

Thereafter

   12,102    107,097
    
  

Total minimum payments to be received

   200,176    1,771,469
    
  

 

The Company and certain subsidiaries lease certain manufacturing machinery and equipment under operating lease arrangements.

 

The following table shows the future minimum lease payments of non-cancelable operating leases as of September 30, 2005:

 

         

Years ending September 30


   Millions of
yen


  

Thousands of

U.S. dollars


2006

   13,337    118,027

2007

   9,585    84,823

2008

   7,450    65,929

2009

   5,416    47,929

2010

   2,363    20,911

Thereafter

   7,418    65,646
    
  

Total minimum lease payments

   45,569    403,265
    
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

(7) Securitizations

 

For the six months ended September 30, 2005 and 2004, Hitachi Capital Corporation (HCC), a financing subsidiary, sold primarily lease receivables, to Special Purpose Entities (SPE), and the SPEs issued asset-backed commercial papers to investors. The investors and the SPEs have no recourse to HCC’s other assets for failure of debtors to pay when due. HCC retained servicing responsibilities and subordinated interests, but has not recorded a servicing asset or liability since the cost to service the receivables approximates the servicing income. The retained interests are not material and are subordinate to investor’s interests. For the six months ended September 30, 2005 and 2004, gains recognized on the sale of lease receivables amounted to ¥9,508 million ($84,142 thousand) and ¥7,166 million, respectively.

 

The table below summarizes certain cash flows received from and paid to the SPEs during the six months ended September 30, 2005 and 2004:

 

     Millions of yen

    Thousands of
U.S. dollars


 
     September 30,
2005


    September 30,
2004


    September 30,
2005


 

Proceeds from transfer of lease receivables

   195,894     180,791     1,733,575  

Servicing fees received

   8     11     71  

Purchases of delinquent or ineligible assets

   (12,596 )   (10,813 )   (111,469 )

 

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, 2005 are as follows:

 

     Millions of yen

     September 30, 2005

     Total principal
amount of
receivables


   

Principal
amount of
receivables

90 days or
more past due


   Net credit
losses


Total assets managed or transferred:

               

Lease receivables

   1,133,064     952    493

Assets transferred

   (636,371 )         
    

        

Assets held in portfolio

   496,693           
    

        
    

 

Thousands of U.S. dollars


     September 30, 2005

     Total principal
amount of
receivables


   

Principal
amount of
receivables

90 days or
more past due


   Net credit
losses


Total assets managed or transferred:

               

Lease receivables

   10,027,115     8,425    4,363

Assets transferred

   (5,631,602 )         
    

        

Assets held in portfolio

   4,395,513           
    

        

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

For the six months ended September 30, 2005 and 2004, the Company and certain subsidiaries sold trade receivables mainly to SPEs which securitized these receivables. In these securitizations, the Company and certain subsidiaries retained servicing responsibility. No servicing asset or liability has been recorded because the fees for servicing the receivables approximate the related costs. In addition, the Company and certain subsidiaries retained subordinated interests which were not material.

 

During the six months ended September 30, 2005 and 2004, proceeds from transfer of trade receivables were ¥621,981 million ($5,504,257 thousand) and ¥551,553 million, respectively, and losses recognized on those transfers were ¥1,104 million ($9,770 thousand) and ¥1,649 million, respectively.

 

(8) Goodwill and Other Intangible Assets

 

Intangible assets other than goodwill acquired during the six months ended September 30, 2005 and 2004 amounted to ¥91,887 million ($813,159 thousand) and ¥86,339 million, respectively, and related amortization expense during the six months ended September 30, 2005 and 2004 amounted to ¥66,412 million ($587,717 thousand) and ¥63,855 million, respectively.

 

The main component of intangible assets subject to amortization was capitalized software. Amortization of capitalized computer software costs for software to be sold, leased or otherwise marketed is charged to cost of sales.

 

Intangible assets other than goodwill as of September 30, 2005 and March 31, 2005 are as follows:

 

     Millions of yen

     September 30, 2005

   March 31, 2005

     Gross
carrying
amount


   Accumulated
amortization


   Net carrying
amount


   Gross
carrying
amount


   Accumulated
amortization


   Net carrying
amount


Amortized intangible assets

                             

Software

   413,641    298,060    115,581    402,523    279,139    123,384

Software for internal use

   403,142    216,084    187,058    362,426    189,024    173,402

Patents

   125,321    31,316    94,005    123,445    24,375    99,070

Other

   100,175    65,852    34,323    96,371    61,769    34,602
    
  
  
  
  
  
     1,042,279    611,312    430,967    984,765    554,307    430,458
    
  
  
  
  
  
                               

Unamortized intangible assets

   8,269    —      8,269    9,382    —      9,382
    

 

Thousands of U.S. dollars


    
     September 30, 2005

    
    

Gross

Carrying

amount


   Accumulated
amortization


   Net carrying
amount


              

Amortized intangible assets

                             

Software

   3,660,540    2,637,699    1,022,841               

Software for internal use

   3,567,628    1,912,248    1,655,380               

Patents

   1,109,036    277,133    831,903               

Other

   886,504    582,761    303,743               
    
  
  
              
     9,223,708    5,409,841    3,813,867               
    
  
  
              
                               

Unamortized intangible assets

   73,177    —      73,177               

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

The changes in the carrying amount of goodwill for the six months ended September 30, 2005 and 2004 are as follows:

 

     Millions of yen

    Thousands of
U.S. dollars


 
     September 30,
2005


    September 30,
2004


    September 30,
2005


 

Balance at beginning of the period

   45,898     53,478     406,177  

Acquired during the period

   12,320     4,404     109,026  

Impairment loss

   (579 )   (2,421 )   (5,124 )

Translation adjustment and other

   2,190     1,480     19,381  
    

 

 

Balance at end of the period, included in Other assets

   59,829     56,941     529,460  
    

 

 

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

(9) Pledged Assets

 

As of September 30, 2005, certain subsidiaries pledge a portion of their assets as collateral for bank loans, trade payables and other liabilities as follows:

 

     Millions of
yen


  

Thousands of

U.S. dollars


     September 30,
2005


   September 30,
2005


Cash and cash equivalents

   100    885

Other current assets

   70    619

Investments and advances

   175    1,549

Land

   7,790    68,938

Buildings

   7,525    66,593

Machinery and equipment

   7,301    64,611
    
  
     22,961    203,195
    
  

 

In addition, a subsidiary pledges equity securities issued by its subsidiary as collateral for bank loans totaling ¥338 million ($2,991 thousand). The collateralized number of shares and the fair value as of September 30, 2005 are as follows:

 

Subsidiary name   

Number of
shares
owned

in thousands

   Percent of
ownership
   

Collateralized
number of
shares

in thousands

  

Fair value

as of September 30, 2005


           Millions of
yen
   Thousands of
U.S. dollars

Hitachi Powdered Metals Co., Ltd.

   17,072    53.3 %   2,000    1,490    13,186

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

(10) Commitments and Contingencies

 

The Company and its operating subsidiaries are contingently liable for loan guarantees to its affiliates in the amount of approximately ¥28,486 million ($252,088 thousand) as of September 30, 2005.

 

Hitachi Capital Corporation (HCC), a financing subsidiary of the Company, provides guarantees to financial institutions for extending loans to customers of HCC. As of September 30, 2005, the undiscounted maximum potential future payments under such guarantees amounted to ¥506,622 million ($4,483,381 thousand). The Company has accrued ¥6,520 million ($57,699 thousand) as an obligation to stand ready to perform over the term of the guarantees in the event the customer can not make its scheduled payments.

 

HCC provides certain revolving lines of credit to its credit card holders in accordance with the terms of the credit card business customer service contracts. Furthermore, HCC provides credit facilities to parties in accordance with the service agency business contracts from which temporary payments on behalf of such parties are made. In addition, the Company and HCC provide loan commitments to its affiliates.

 

The outstanding balance of these revolving lines of credit, credit facilities and loan commitments as of September 30, 2005 is as follows:

 

    

Millions of

yen


   

Thousands of

U.S. dollars


 

Total commitment available

   661,829     5,856,894  

Amount utilized

   (21,765 )   (192,611 )
    

 

Balance available

   640,064     5,664,283  
    

 

 

A portion of these revolving lines of credit is pending credit approval and cannot be utilized.

 

The Company and certain of its subsidiaries have line of credit arrangements with banks in order to secure a source of working capital. The unused line of credit as of September 30, 2005 amounted to ¥191,394 million ($1,693,752 thousand).

 

The Company and its subsidiaries generally warrant its products over respective warranty periods. 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, 2005 and 2004 are summarized as follows:

 

     Millions of yen

   

Thousands of

U.S. dollars


 
     September 30,
2005


    September 30,
2004


    September 30,
2005


 

Balance at beginning of the period

   128,949     107,774     1,141,142  

Expense recognized upon issuance of warranties

   34,258     32,882     303,168  

Payment of cash or in kind

   (29,006 )   (25,799 )   (256,690 )

Other, including effect of foreign currency translation

   1,952     943     17,274  
    

 

 

Balance at end of the period

   136,153     115,800     1,204,894  
    

 

 

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

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, 2005 and March 31, 2005, the Company and subsidiaries were contingently liable for trade notes discounted and endorsed in the following amounts:

 

     Millions of yen

  

Thousands of

U.S. dollars


     September 30,
2005


  

March 31,

2005


   September 30,
2005


Notes discounted

   3,624    4,853    32,071

Notes endorsed

   4,369    6,644    38,664
    
  
  
     7,993    11,497    70,735
    
  
  

 

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 the management, have a material adverse effect on the consolidated financial position or results of operations of the Company and subsidiaries.

 

(11) Impairment Losses for Long-Lived Assets

 

For the six months ended September 30, 2005, the majority of the impairment losses were recorded on long-lived property, plant and equipment located in Japan, which primarily consisted of ¥1,267 million ($11,212 thousand) in the Electronic Devices division. These losses were mainly the result of change in the extent or manner the assets were used and were determined based primarily on discounted future cash flows.

 

For the six months ended September 30, 2004, the majority of the impairment losses were recorded on long-lived property, plant and equipment located in Japan, which primarily consisted of ¥5,451 million in the Electronic Devices division. These losses, in part, were the result of change in the manner the assets were used.

 

(12) Restructuring Charges

 

Certain losses incurred in the reorganization of the certain subsidiaries’ 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, 2005 and 2004 are as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2005


   September 30,
2004


   September 30,
2005


Special termination benefits

   859    3,261    7,602

Loss on fixed assets

   708    616    6,265
    
  
  
     1,567    3,877    13,867
    
  
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

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 accepted by the employees. An analysis of the accrued special termination benefits for the six months ended September 30, 2005 and 2004 is as follows:

 

     Millions of yen

    Thousands of
U.S. dollars


 
     September 30,
2005


    September 30,
2004


    September 30,
2005


 

Balance at beginning of the period

   14,389     908     127,336  

New charges

   859     3,261     7,602  

(employees to be terminated)

   253     259     —    

Cash payments

   (12,492 )   (3,682 )   (110,549 )

(employees actually terminated)

   (1,351 )   332     —    

Foreign currency exchange rate changes

   74     —       655  
    

 

 

Balance at end of the period

   2,830     487     25,044  
    

 

 

 

The restructuring charges for the six months ended September 30, 2005 mainly consist of special termination benefits for the early terminated employees of subsidiaries of High Functional Materials & Components division.

 

The restructuring charges for the six months ended September 30, 2004 mainly consist of special termination benefits for the early terminated employees of domestic subsidiaries of Information and Telecommunication Systems division. The restructuring took place as a part of the subsidiaries’ efforts to further streamline the operations.

 

(13) Other Income and Other Deductions

 

The following items are included in other income or other deductions for the six months ended September 30, 2005 and 2004.

 

     Millions of yen

   Thousands of
U.S. dollars


 
     September 30,
2005


    September 30,
2004


   September 30,
2005


 

Net gain on securities

   10,345     8,926    91,549  

Equity in earnings of affiliated companies

   3,416     10,117    30,230  

Net gain (loss) on sale and disposal of rental assets and other property

   (4,144 )   1,849    (36,673 )

Exchange gain

   3,920     5,373    34,690  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

(14) Net Income (Loss) Per Share Information

 

The reconciliations of the numbers and the amounts used in the basic and diluted net income (loss) per share computations for the six months ended September 30, 2005 and 2004 are as follows:

 

     Number of shares

     September 30,
2005


   September 30,
2004


Weighted average number of shares on which basic net income (loss) per share is calculated

   3,331,338,348    3,297,808,425

Effect of dilutive securities:

         

7th series convertible debentures

   —      128,237,727

Series A zero coupon convertible bonds

   —      —  

Series B zero coupon convertible bonds

   —      —  

Stock options

   95,145    277,974
    
  

Number of shares on which diluted net income (loss) per share is calculated

   3,331,433,493    3,426,324,126
    
  

 

     Millions of yen

    Thousands of
U.S. dollars


 
     September 30,
2005


    September 30,
2004


    September 30,
2005


 

Net income (loss) applicable to common stockholders

   (10,946 )   41,158     (96,867 )

Effect of dilutive securities:

                  

7th series convertible debentures

   —       1,445     —    

Series A zero coupon convertible bonds

   —       —       —    

Series B zero coupon convertible bonds

   —       —       —    

Other

   (30 )   (12 )   (266 )
    

 

 

Net income (loss) on which diluted net income (loss) per share is calculated

   (10,976 )   42,591     (97,133 )
    

 

 

     Yen

    U.S. dollars

 

Net income (loss) per share:

                  

Basic

   (3.29 )   12.48     (0.03 )

Diluted

   (3.29 )   12.43     (0.03 )

 

7th series convertible debentures were redeemed in September 2004.

The net loss per share computations for the six months ended September 30, 2005 excludes all the convertible bonds because their effect would have been antidilutive.

In addition, the net income (loss) per share computation excludes some stock options because their effect would have been antidilutive.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

(15) 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 generate approximately 40% of their sales from overseas. 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 Company’s financing subsidiaries in the U.K., the U.S. and Singapore issue variable rate medium-term notes mainly through the Euro markets to finance its 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 and contracts are diversified into a number of major financial institutions.

 

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 Company’s 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 currencies. In accordance with the Company’s 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.

 

Interest rate risk management

 

The Company’s 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.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

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.

 

The Company and certain financing subsidiaries mainly finance a portion of their operations by 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, the Company and certain financing subsidiaries principally enter into interest rate swaps converting the fixed rate to the variable rate to manage fluctuations in fair value resulting from interest rate risk. Under the interest rate swaps, the Company and certain financing subsidiaries receive fixed interest rate payments associated with 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 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.

 

Interest charges for the six months ended September 30, 2005 and 2004 include gains of ¥570 million ($5,044thousand) and losses of ¥588 million, respectively, which represents the component excluded from the assessment of hedge effectiveness. The sum of the amount of hedge ineffectiveness is not material for the six months ended September 30, 2005 and 2004.

 

Cash flow hedge

 

Foreign Currency Exposure

 

Changes in 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.

 

The sum of the amount of the hedging ineffectiveness is not material for the the six months ended September 30, 2005 and 2004.

 

As of September 30, 2005, the maximum length of time over which the Company and its subsidiaries are hedging their exposure to the variability in future cash flows associated with foreign currency forecasted transactions is approximately 57 months.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

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.

 

Interest charges for the six months ended September 30, 2004 include losses of ¥138 million which represents the component of the hedging ineffectiveness. Ineffectiveness was not material for the six months ended September 30, 2005.

 

The contract or notional amounts of derivative financial instruments held as of September 30, 2005 and March 31, 2005 are summarized as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2005


   March 31,
2005


   September 30,
2005


Forward exchange contracts:

              

To sell foreign currencies

   285,657    282,333    2,527,938

To buy foreign currencies

   93,591    62,104    828,239

Cross currency swap agreements:

              

To sell foreign currencies

   93,029    91,732    823,265

To buy foreign currencies

   145,804    148,007    1,290,301

Interest rate swaps

   545,200    571,395    4,824,779

Option contracts

   12,885    19,152    114,027

 

(16) Fair Value of Financial Instruments

 

The following methods and assumptions are used to estimate the fair values of financial instruments:

 

Investment in securities

 

The fair value of investment in securities is estimated based on quoted market prices for these or similar securities.

 

Long-term debt

 

The fair value of long-term debt is estimated based on quoted market prices or the present value of future cash flows using the Company’s and subsidiaries’ incremental borrowing rates for similar borrowing arrangements.

 

Cash and cash equivalents, Trade receivables, Short-term debt and Trade payables

 

The carrying amount approximates the fair value because of the short maturity of these instruments.

 

Derivative financial instruments

 

The fair values of forward exchange contracts, cross currency swap agreements, interest rate swaps and option contracts are estimated on the basis of the market prices of derivative financial instruments with similar contract conditions.

 

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

The carrying amounts and estimated fair values of the financial instruments as of September 30, 2005 and March 31, 2005 are as follows:

 

     Millions of yen

 
     September 30, 2005

    March 31, 2005

 
     Carrying
amounts


   

Estimated

fair values


    Carrying
amounts


    Estimated
fair values


 

Investment in securities:

                        

Short-term investments

   180,472     180,472     146,568     146,568  

Investments and advances

   404,917     404,926     315,129     315,143  

Derivatives (Assets):

                        

Forward exchange contracts

   322     322     683     683  

Cross currency swap agreements

   1,253     1,253     1,109     1,109  

Interest rate swaps

   548     548     1,407     1,407  

Option contracts

   —       —       —       —    

Long-term debt

   (1,873,342 )   (1,869,888 )   (1,825,895 )   (1,826,562 )

Derivatives (Liabilities):

                        

Forward exchange contracts

   (4,119 )   (4,119 )   (5,211 )   (5,211 )

Cross currency swap agreements

   (4,113 )   (4,113 )   (6,478 )   (6,478 )

Interest rate swaps

   (3,603 )   (3,603 )   (5,603 )   (5,603 )

Option contracts

   (111 )   (111 )   (237 )   (237 )
                          
     Thousands of U.S. dollars

             
     September 30, 2005

             
     Carrying
amounts


   

Estimated

fair values


             

Investment in securities:

                        

Short-term investments

   1,597,097     1,597,097              

Investments and advances

   3,583,336     3,583,416              

Derivatives (Assets):

                        

Forward exchange contracts

   2,850     2,850              

Cross currency swap agreements

   11,088     11,088              

Interest rate swaps

   4,850     4,850              

Option contracts

   —       —                

Long-term debt

   (16,578,248 )   (16,547,681 )            

Derivatives (Liabilities):

                        

Forward exchange contracts

   (36,451 )   (36,451 )            

Cross currency swap agreements

   (36,398 )   (36,398 )            

Interest rate swaps

   (31,885 )   (31,885 )            

Option contracts

   (982 )   (982 )            

 

It is not practicable to estimate the fair value of investments in unlisted common stock because of the lack of a market price and difficulty in estimating fair value without incurring excessive cost. The carrying amounts of these investments at September 30, 2005 and March 31, 2005 totaled ¥82,971 million ($734,257 thousand) and ¥77,755 million, respectively.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2005

 

(17) Merger and Acquisition

 

On May 25, 2004, the Company signed a merger agreement with TOKICO LTD. (TOKICO) and Hitachi Unisia Automotive, Ltd. and, on October 1, 2004, acquired full ownership of TOKICO by exchanging 0.521 of the Company’s treasury stock for each of TOKICO’s common stocks outstanding. Before the transaction, the Company and certain subsidiaries had owned approximately 42% of TOKICO, which had been accounted for under the equity method. The Company and TOKICO obtained third party appraisals of the respective share prices which were used as a basis of negotiation over the share exchange ratio. On October 1, 2004, the Company issued 33,937,141 shares of treasury stock, in the amount of ¥28,134 million calculated by using the quoted market price of ¥829 per share as of the announcement date, March 26, 2004, for the exchange with the TOKICO’s shareholders registered as of September 30, 2004. As a result, ¥12,509 million of gains on stock exchange upon the merger was credited to capital surplus.

 

TOKICO manufactures automotive components and pneumatic equipment. As described above, the Company has strategically targeted the automotive products business and the purpose of the merger with TOKICO is to further expand this business.

 

The effects of the merger to the Company’s consolidated financial position as of October 1, 2004 were not material. On a pro forma basis, revenue, net income and the per share information of the Company with an assumed merger date for TOKICO of April 1, 2004 would not differ materially from the amount reported in the accompanying consolidated financial statements as of and for the year ended March 31, 2005.

 

(18) Subsequent Events

 

The Company has sold some stocks of Hitachi High-Technologies Corporation and Hitachi System & Services, Ltd., subsidiaries of the Company, and NAKAYO TELECOMMUNICATIONS, INC., an affiliate, pursuant to the decision dated July 26, 2005 and September 8, 2005 by the President and Chief Executive Officer.

 

The Company sold 5,000,000 stocks of Hitachi High-Technologies Corporation on November 21, 2005 for ¥11,954 million ($105,788 thousand), 3,000,000 stocks of Hitachi System & Services, Ltd. on November 30, 2005 for ¥6,660 million ($58,938 thousand) and 4,200,000 stocks of NAKAYO TELECOMMUNICATIONS, INC. on December 1, 2005 for ¥2,077 million ($18,381 thousand). The Company recognized gain of ¥12,579 million ($111,319 thousand) on the sales. As a result, the Company’s proportionate shares of ownership interests in those subsidiaries have decreased. However, the sales are not expected to have a material effect on the consolidated financial position or results of operations of the Company and subsidiaries.

 

Furthermore, NAKAYO TELECOMMUNICATIONS, INC. is no longer an affiliate of the Company.

 

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SEGMENT INFORMATION

Industry Segment

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2005 and 2004

 

     Millions of yen

    Millions of
U.S. dollars


   

(A)/(B)

× 100

 
     2005 (A)     2004 (B)     2005    

 

Revenues:

                        

Information & Telecommunication Systems

   1,057,198     1,071,736     9,356     99 %
     (21% )   (21% )            
    

 

 

 

Electronic Devices

   583,156     692,078     5,161     84  
     (11% )   (13% )            
    

 

 

 

Power & Industrial Systems

   1,278,905     1,120,895     11,318     114  
     (25% )   (22% )            
    

 

 

 

Digital Media & Consumer Products

   611,837     646,112     5,414     95  
     (12% )   (13% )            
    

 

 

 

High Functional Materials & Components

   760,441     740,423     6,729     103  
     (15% )   (14% )            
    

 

 

 

Logistics, Services & Others

   570,548     610,317     5,049     93  
     (11% )   (12% )            
    

 

 

 

Financial Services

   260,896     270,778     2,309     96  
     (5% )   (5% )            
    

 

 

 

Subtotal

   5,122,981     5,152,339     45,336     99  
     (100% )   (100% )            
    

 

 

 

Eliminations and Corporate Items

   (709,662 )   (822,404 )   (6,280 )   —    
    

 

 

 

Total

   4,413,319     4,329,935     39,056     102 %
    

 

 

 

Operating Income (Loss):

                        

Information & Telecommunication Systems

   23,248     28,961     206     80 %
     (21% )   (21% )            
    

 

 

 

Electronic Devices

   9,230     30,056     82     31  
     (8% )   (22% )            
    

 

 

 

Power & Industrial Systems

   23,216     10,088     205     230  
     (21% )   (8% )            
    

 

 

 

Digital Media & Consumer Products

   (16,231 )   10,618     (144 )   —    
     (-15% )   (8% )            
    

 

 

 

High Functional Materials & Components

   48,053     40,328     425     119  
     (44% )   (29% )            
    

 

 

 

Logistics, Services & Others

   6,898     7,528     61     92  
     (6% )   (5% )            
    

 

 

 

Financial Services

   16,019     9,988     142     160  
     (15% )   (7% )            
    

 

 

 

Subtotal

   110,433     137,567     977     80  
     (100% )   (100% )            
    

 

 

 

Eliminations and Corporate Items

   (32,679 )   (10,235 )   (289 )   —    
    

 

 

 

Total

   77,754     127,332     688     61 %
    

 

 

 

 

Notes: 1.    Revenues by industry segment include intersegment transactions.
2.    SEGMENT INFORMATION is disclosed in accordance with a ministerial ordinance under the Securities and Exchange Law of Japan.
3.    In order to be consistent with financial reporting principles and practices generally accepted in Japan, operating income (loss) is presented as total revenues less cost of sales and selling, general and administrative expenses. The Company believes that this is useful to investors in comparing the Company’s financial results with those of other Japanese companies. Under accounting principles generally accepted in the United States of America, restructuring charges, net gain or loss on sale and disposal of rental assets and other property, impairment losses and special termination benefits are included as part of operating income (loss). See the consolidated statements of operations and notes 11, 12 and 13 to the consolidated financial statements.
4.    The figures in this information are expressed in yen and, solely for the convenience of the reader, have been translated into United States dollars at the rate of ¥113=U.S.$1, the approximate exchange rate prevailing on the Tokyo Foreign Exchange Market as of September 30, 2005.

 

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Table of Contents

Geographic Segment

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2005 and 2004

 

     Millions of yen

    Millions of
U.S. dollars


   

(A)/(B)

× 100

 
     2005 (A)     2004 (B)     2005    

 

Revenues:

                        

Japan

                        

Outside customer sales

   3,164,988     3,128,385     28,009     101 %
     (62% )   (62% )            

Intersegment transactions

   459,321     482,620     4,065     95  
     (9% )   (10% )            

Total

   3,624,309     3,611,005     32,074     100  
     (71% )   (72% )            
    

 

 

 

Asia

                        

Outside customer sales

   524,756     530,416     4,644     99  
     (10% )   (10% )            

Intersegment transactions

   203,001     193,389     1,796     105  
     (4% )   (4% )            

Total

   727,757     723,805     6,440     101  
     (14% )   (14% )            
    

 

 

 

North America

                        

Outside customer sales

   426,875     391,422     3,778     109  
     (8% )   (8% )            

Intersegment transactions

   23,678     14,968     209     158  
     (1% )   (0% )            

Total

   450,553     406,390     3,987     111  
     (9% )   (8% )            
    

 

 

 

Europe

                        

Outside customer sales

   239,728     230,687     2,121     104  
     (5% )   (5% )            

Intersegment transactions

   13,175     10,319     117     128  
     (0% )   (0% )            

Total

   252,903     241,006     2,238     105  
     (5% )   (5% )            
    

 

 

 

Other Areas

                        

Outside customer sales

   56,972     49,025     504     116  
     (1% )   (1% )            

Intersegment transactions

   1,908     1,882     17     101  
     (0% )   (0% )            

Total

   58,880     50,907     521     116  
     (1% )   (1% )            
    

 

 

 

Subtotal

   5,114,402     5,033,113     45,260     102  
     (100% )   (100% )            
    

 

 

 

Eliminations and Corporate Items

   (701,083 )   (703,178 )   (6,204 )   —    
    

 

 

 

Total

   4,413,319     4,329,935     39,056     102 %
    

 

 

 

 

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Table of Contents
    

Millions of yen


    Millions of
U.S. dollars


   

(A)/(B)

× 100

 
     2005 (A)     2004 (B)     2005    

 

Operating Income (Loss):

                        

Japan

   112,449     106,160     995     106 %
     (95% )   (71% )            
    

 

 

 

Asia

   (8,082 )   25,105     (71 )   —    
     (-7% )   (17% )            
    

 

 

 

North America

   7,681     7,548     68     102  
     (6% )   (5% )            
    

 

 

 

Europe

   4,159     7,858     37     53  
     (4% )   (5% )            
    

 

 

 

Other Areas

   2,067     2,214     18     93  
     (2% )   (2% )            
    

 

 

 

Subtotal

   118,274     148,885     1,047     79  
     (100% )   (100% )            
    

 

 

 

Eliminations and Corporate Items

   (40,520 )   (21,553 )   (359 )   —    
    

 

 

 

Total

   77,754     127,332     688     61 %
    

 

 

 

Revenues by Market

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2005 and 2004

                  
     Millions of yen

    Millions of
U.S. dollars


   

(A)/(B)

× 100

 
     2005 (A)     2004 (B)     2005    

 

Domestic revenues

   2,741,287     2,709,295     24,259     101 %
     (62% )   (63% )            
    

 

 

 

Overseas revenues

                        

Asia

   726,662     694,304     6,431     105  
     (17% )   (16% )            
    

 

 

 

North America

   455,238     442,531     4,029     103  
     (10% )   (10% )            
    

 

 

 

Europe

   340,164     346,287     3,010     98  
     (8% )   (8% )            
    

 

 

 

Other Areas

   149,968     137,518     1,327     109  
     (3% )   (3% )            
    

 

 

 

Subtotal

   1,672,032     1,620,640     14,797     103  
     (38% )   (37% )            
    

 

 

 

Total

   4,413,319     4,329,935     39,056     102 %
     (100% )   (100% )            
    

 

 

 

 

38