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 June 2006

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-            

 



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Table of Contents

This report on Form 6-K contains the following:

 

1. Translation of Notice of the 137th Ordinary General Meeting of Shareholders.

 

2. Translation of Report on the Matters Reported and Resolutions Adopted at the 137th Ordinary General Meeting of Shareholders.


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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: July 5, 2006       By  

/s/ Takashi Hatchoji

            Takashi Hatchoji
            Executive Vice President and Executive Officer


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(Translation)

Hitachi, Ltd.

6-6, Marunouchi 1-chome

Chiyoda-ku, Tokyo

June 1, 2006

Notice of the 137th Ordinary General Meeting of Shareholders

Dear Shareholders:

You are cordially invited to attend the 137th Ordinary General Meeting of Shareholders of Hitachi, Ltd. (local code: 6501; the “Company”) to be held as follows:

 

1. Date    Tuesday, June 27, 2006 at 10:00 a.m.

2. Location

   Higashi-Ochanomizu Building
   29, Kanda-Awajicho 2-chome, Chiyoda-ku, Tokyo
3. Agenda   

Reporting Matters

 

  (1) Report on the Business Report, the Statement of Operations and the Appropriation of Retained Earnings for the 137th Business Term (from April 1, 2005 to March 31, 2006), the Balance Sheet as of March 31, 2006 and the repurchase of the Company’s own shares

 

  (2) Report on the Consolidated Balance Sheet as of March 31, 2006, the Consolidated Statement of Operations for the 137th Business Term (from April 1, 2005 to March 31, 2006), and the results of the audit on the Consolidated Financial Statements by the Accounting Auditors and the Audit Committee

Matters to Be Resolved

 

  Item No. 1 Amendment to the Articles of Incorporation

 

  Item No. 2 Election of 14 Directors due to expiration of the term of office of all Directors

 

                Very truly yours,

                Kazuo Furukawa

                President

The Business Report, the Balance Sheet, the Statement of Operations, the Appropriation of Retained Earnings, the Transcripts of Audit Reports, the Consolidated Balance Sheet and the Consolidated Statement of Operations to be provided along with the Notice of the General Meeting of Shareholders, reference information regarding exercise of right to vote on resolutions and the substance of agenda Item No. 1 is included in the following pages. The Transcripts of Audit Reports on the Consolidated Financial Statements are also included in the following pages.

In the event the Business Report, the Balance Sheet, the Statement of Operations, the Appropriation of Retained Earnings or the Consolidated Financial Statements need to be modified after the dispatch of this notice, the Company will post such modification on its website (http://www.hitachi.co.jp/).

 

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Total number of voting rights                                                                  3,295,465 (As of March 31, 2006)

Matters to Be Resolved

    Item No. 1 Amendment to the Articles of Incorporation

In response to the enactment of relevant laws and regulations (May 1, 2006), including the Company Law (Law No. 86-2005), the Enforcement Regulations of the Company Law (Ordinance No. 12-2006 of the Ministry of Justice) and the Regulations for Corporate Accounting (Ordinance No. 13-2006 of the Ministry of Justice), the Board of Directors now proposes the following amendments in the Articles of Incorporation of the Company:

1. Adoption of systems newly created under the Company Law

 

(1) Less-than-one-unit shareholders hold only rights of receiving economic benefit such as receiving distribution of surplus because less-than-one-unit shares can be sold by exercising the right to repurchase of them at any time and there are no statutory voting rights of the General Meeting of Shareholders (Article 9 in the proposed amendment).

 

(2) In order to promote fuller disclosure of information in connection with the General Meetings of Shareholders such as reference documents and other relevant information, an article which allows the Company to post such information to the website of the Company will be provided (Article 14 in the proposed amendment).

 

(3) In accordance with the Company’s customary practice and to facilitate the smooth proceeding of the General Meetings of Shareholders, each proxy chosen to exercise voting rights shall be an individual selected from among the Company’s shareholders (Article 15 in the proposed amendment).

 

(4) In order to be able to respond in a timely manner to a truly emergency situation where quick actions are necessary, a system shall be adopted in which matters requiring resolutions by the Board of Directors may be resolved without having a meeting if all directors express unanimously their consent or approval in writing or other method on such matters, and resolutions adopted by such method will be deemed effective resolutions of the Board of Directors (Article 22 in the proposed amendment).

 

(5) The term of office of Executive Officers shall expire on the last day of the business year that ends within one year from their election so that their office term coincides with the period of the business year of the Company (Article 27 in the proposed amendment).

2. Amendment of provisions in the Articles of Incorporation in response to the enactment of the Company Law

 

(1) The structure of the Company as a corporation that maintains statutory Committees shall be clearly stated in accordance with the purpose of the Company Law (Article 3 in the proposed amendment).

 

(2) The provisions related to the transfer agent in respect of debentures (Article 9 in the present Articles of Incorporation), the convening of a General Meeting of Shareholders (Article 13 in the present Articles of Incorporation) and minutes (Article 17 in the present Articles of Incorporation) shall be deleted and such matters shall henceforth be handled in accordance with the provisions in the applicable law.

3. Change in reference to statutory provisions and change in wording

 

(1) References to the provisions of the former Commercial Code shall be changed such as referencing to the corresponding provisions in the Company Law, etc. (Articles 16, 23 and 29, Supplementary Provisions Articles 1 and 2 in the proposed amendment). Article 23 and Article 29 in the proposed amendment purport to exempt Directors and Executive Officers from liabilities caused by their conduct taken before the enactment of the Company Law.

 

(2) Certain words defined in the former Commercial Code shall be changed to words defined in the Company Law (Articles 5, 6, 8, 9, 19, 31 and 33 in the proposed amendment).

 

(3) In addition, some expressions and wording shall be changed, some Articles shall be moved or reorganized, and other general structure of the document shall be reorganized, aiming at clarifying the content of the Articles of Incorporation of the Company under the provisions of the Company Law.

 

(4) Changes proposed in (1) to (3) shall give no substantial effect on the contents of the Articles of Incorporation.

 

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It should be noted that revisions to the provision regarding the organs of the Company except Executive Officers (Article 3), issue of share certificates (Article 7), the provision regarding appointment of an administrator of shareholders’ register (Article 10), and the provision regarding decision on matters, including distribution of surplus, by resolution of the Board of Directors without resolution at a General Meeting of Shareholders (Article 32) of the Article of Incorporation of the Company shall have become effective as of May 1, the date of enactment of the Company Law, in accordance with provisions regarding transitional measures stipulated in the Law Regarding Creation of Relevant Laws in Response to the Enactment of the Company Law (Law No. 87-2005).

(Underlined sections will be amended.)

 

Present Articles of Incorporation

 

       

Proposed Amendment

 

Article 3. (Provision of company which adopts the Committee System)

The Company shall subject itself to the special exceptions as provided for in Chapter II, Section 4 of the Law for Special Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha (the “Special Exceptions Law”) of Japan.

 

       

Article 3. (Company adopting Committee Systems)

The Company shall have the Board of Directors, Committees, Accounting Auditors and Executive Officers.

Article 5. (Method of giving public notices)

The public notices of the Company shall be given by electronic public notices; provided, however, if the Company cannot give public notices by electronic public notices because of accidents or any other inevitable cause, the public notices shall be given by publication in the Nihon Keizai Shimbun.

       

Article 5. (Method of public notices)

The method of public notices of the Company shall be given by electronic public notices; provided, however, that if the Company is prevented from giving such public notices in the form of electronic media due to accidents or other causes beyond its control, public notices of the Company shall be given by publication in the Nihon Keizai Shimbun.

 

Article 6. (Total number of shares authorized to be issued)

The total number of shares authorized to be issued by the Company shall be 10,000,000,000 shares; provided, however, that in the event that any shares are canceled, the number of such shares so canceled shall be subtracted from the total number of shares so authorized.

 

       

Article 6. (Total shares authorized to be issued)

The total shares authorized to be issued by the Company shall be 10,000,000,000 shares.

(New provision)        

Article 7. (Issue of share certificates)

The Company shall issue share certificates for its shares.

 

Article 7. (Repurchase of its own shares)

The Company may repurchase its own shares by resolution of the Board of Directors pursuant to Article 211-3, paragraph 1, item 2 of the Commercial Code of Japan.

 

        (Delete)

Article 8. (Number of shares to constitute one unit, etc.)

The number of shares to constitute one unit of shares of the Company shall be 1,000 shares.

The Company shall not issue share certificates evidencing less-than-one-unit shares.

 

       

Article 8. (Number of shares per one unit, etc.)

The number of shares per one unit of shares of the Company shall be 1,000 shares.

The Company shall not issue a share certificate for less-than-one-unit shares.

 

 

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Present Articles of Incorporation

 

       

Proposed Amendment

 

Any shareholder (including beneficiary; the same applies hereinafter) who holds less-than-one-unit shares of the Company shall be entitled to request the Company to sell the number of shares that will, together with such less-than-one-unit shares, constitute a full unit of shares.

 

       

Article 9. (Rights regarding less-than-one-unit shares)

Any shareholder (including beneficiary; the same applies hereafter), who holds less-than-one-unit shares of the Company, shall have no right to exercise other than those stipulated below regarding such less-than-one-unit shares.

1. Rights listed in items of Article 189, paragraph 2 of the Company Law;

2. Rights to receive allotment of share offering to shareholders and allotment of share purchase warrants; and

3. Rights specified in these Articles of Incorporation

Any less-than-one-unit shareholder of the Company shall be entitled to request the Company to sell the number of shares that will, together with such less-than-one-unit shares, constitute a full unit of shares.

 

 

 

Article 9. (Transfer agent)

The Company shall have a transfer agent in respect of shares.

The share register, the beneficiaries’ record and the register of loss of share certificates of the Company shall be kept at the business office of the transfer agent.

The transfer agent mentioned in the first paragraph shall handle for the Company the registration of the transfer of shares and other business relating to shares.

The provisions of the foregoing paragraphs shall apply with respect to debentures.

 

       

Article 10. (Administrator of shareholders’ register)

The Company shall have an administrator of its shareholders’ register.

Article 10. (Share Handling Regulations)

In addition to what is provided in laws, regulations or these Articles of Incorporation, the denominations of share certificates of the Company and registration of the transfer of shares of the Company, registration of rights of pledges, declaration of property in trust, notices from shareholders, reissue of share certificates, handling of exercise of voting rights and other rights of shareholders by electromagnetic methods and other matters relating to the handling of shares shall be governed by the Share Handling Regulations established by the Executive Officer authorized by the Board of Directors.

 

       

Article 11. (Regulations on Handling of Shares, etc.)

In addition to what is provided in laws, regulations or these Articles of Incorporation, handling of exercise of rights as shareholders of the Company, any other matters relating to the handling of shares and share purchase warrants and fees related thereto shall be governed by the Regulations on Handling of Shares, etc. established by the Executive Officer authorized by the Board of Directors.

Article 11. (Provisional address or agent of shareholders, etc., residing abroad)

Shareholders, pledgees or their legal representatives residing in foreign countries shall establish their provisional addresses or appoint their agents, in Japan, and shall notify such addresses or agents in accordance with the Share Handling Regulations. The same shall apply in case of a change occurring in these matters.

 

       

(Delete)

 

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Present Articles of Incorporation

 

       

Proposed Amendment

 

Article 12. (Record date)

The Company shall treat the shareholders as of the date of the closing of accounts for each business term as shareholders entitled to exercise the rights of shareholders at the ordinary General Meeting of Shareholders for such business term.

In addition to the preceding paragraph, if it is deemed necessary, the Company may, by giving public notice in advance, by resolution of the Board of Directors, treat the shareholders or pledgees as of a certain date and hour as the shareholders or pledgees entitled to exercise their rights.

 

        (Delete)

Article 13. (Convening)

An ordinary General Meeting of Shareholders shall be convened within three months next following the date of closing of accounts of each year and an extraordinary General Meeting of Shareholders shall be convened whenever necessary, in a ward, or ku of Tokyo by the President in accordance with the resolution of the Board of Directors. If the President is prevented from discharging his duties, such meeting shall be convened by another Executive Officer in the order previously fixed by the Board of Directors.

 

       

(Delete)

(New provision)

       

Article 12. (Record date for the purpose of the Ordinary General Meeting of Shareholders)

The Company shall regard the shareholders registered as of the last date of each business year as shareholders entitled to exercise the rights of shareholders at the Ordinary General Meeting of Shareholders for such business year.

 

Article 14. (Chairmanship)

Chairmanship of a General Meeting of Shareholders shall be assumed by the President. If the President is prevented from discharging his duties, another person shall act as such chairman in the order previously fixed by the Board of Directors.

       

Article 13. (Chairmanship)

Chairmanship of a General Meeting of Shareholders shall be assumed by the President. If the President is prevented from discharging his duties, another person shall act as such chairman in the order previously fixed by the resolution of the Board of Directors.

 

(New provision)

       

Article 14. (Website disclosure of reference documents for the General Meeting of Shareholders, etc.)

As provided for in the applicable laws, it is deemed that the Company provided reference documents for the General Meeting of Shareholders, financial statements and consolidated financial statements (including auditor’s report and Accounting Auditor’s report for those consolidated financial statements), as well as other information required to be included or presented in the business report of the Company to its shareholders by posting them on its website on the Internet.

 

 

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Present Articles of Incorporation

 

       

Proposed Amendment

 

Article 15. (Exercise of voting rights by proxy)

Shareholders or their legal representatives may exercise their voting rights by proxy; provided, however, that such proxy must be a shareholder of the Company entitled to vote.

In the case mentioned in the preceding paragraph, a document showing the power of representation shall be submitted to the Company in advance.

       

Article 15. (Exercise of voting rights by proxy)

A shareholder may appoint a proxy who exercises such shareholder’s voting rights on behalf of such shareholder; provided, however, that such proxy must be a shareholder of the Company entitled to vote.

In the case mentioned in the preceding paragraph, a document certifying the power of representation shall be submitted to the Company in advance.

 

Article 16. (Method of adopting resolutions)

Unless otherwise provided by laws, regulations or these Articles of Incorporation, resolutions at a General Meeting of Shareholders shall be adopted by a majority of the votes of the shareholders present.

Any resolution as provided for in Article 343 of the Commercial Code of Japan shall be adopted at a General Meeting of Shareholders at which shareholders representing one-third or more of the voting rights of all the shareholders shall be present, by a majority of two-thirds or more of the voting rights of the shareholders so present.

       

Article 16. (Method of adopting resolutions)

Unless otherwise provided by laws, regulations or these Articles of Incorporation, resolutions at a General Meeting of Shareholders shall be adopted by a majority of the votes of the shareholders who are present in such meeting and are entitled to vote.

Any resolution as provided for in Article 309, paragraph 2 of the Company Law shall be adopted at a General Meeting of Shareholders at which shareholders representing one-third or more of the voting rights of all the shareholders shall be present, by a majority of two-thirds or more of the voting rights of the shareholders who are present in such meeting and are entitled to vote.

 

Article 17. (Minutes)

With respect to the proceedings at a General Meeting of Shareholders, minutes shall be prepared entering or recording therein the general proceedings and the resultant actions taken thereat, and such minutes shall be kept at the Company after the chairman, the Directors and the Executive Officers present have affixed their names and seals or their electronic signatures thereto.

 

       

(Delete)

Article 18. (The presentation of text is omitted here.)

 

       

Article 17. (The presentation of text is omitted here.)

 

Article 19. (Election)

For the adoption of resolutions for the election of Directors, the presence of shareholders representing one-third or more of the voting rights of all the shareholders shall be required at the General Meeting of Shareholders.

Resolutions under the preceding paragraph shall not be made by cumulative voting.

       

Article 18. (Election)

For the adoption of resolutions for the election of Directors, the presence of shareholders representing one-third or more of the voting rights of shareholders who are entitled to vote shall be required at the General Meeting of Shareholders.

Resolutions under the preceding paragraph shall not be made by cumulative voting.

 

Article 20. (Term of office)

The term of office of Directors shall expire at the close of the ordinary General Meeting of Shareholders relating to the last closing of accounts within one year after their assumption of office; provided, however, that the term of office of those Directors who have newly assumed office while the other Directors are still in office shall be for the remaining balance of the term of office of the other Directors presently in office.

 

       

Article 19. (Term of office)

The term of office of Directors shall expire at the close of the Ordinary General Meeting of Shareholders for the last business year that will end within one year after their election; provided, however, that the term of office of those Directors who have newly assumed office while the other Directors are still in office shall be for the remaining balance of the term of office of the other Directors presently in office.

 

 

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Present Articles of Incorporation

 

       

Proposed Amendment

 

    

Article 21. (Director to convene and preside over meetings of the Board of Directors)

By resolution of the Board of Directors, a Director who convenes and presides over meetings of the Board of Directors shall be selected.

       

Article 20. (Director to convene and preside over meetings of the Board of Directors)

By resolution of the Board of Directors, a Director who convenes and presides over meetings of the Board of Directors shall be selected.

[Note: Although notational changes were made in the original Japanese Article, the English translation has not changed.]

 

    

Article 22. (Convening of meeting of the Board of Directors)

Notice for convening a meeting of the Board of Directors shall be dispatched to each Director one week prior to the date of the meeting; provided, however, that in case of urgency, such period may be shortened and such notice may be dispatched three days prior to the date of the meeting.

       

Article 21. (Convening of meeting of the Board of Directors)

Notice for convening a meeting of the Board of Directors shall be dispatched to each Director one week prior to the date of the meeting; provided, however, that in case of urgency, such period may be shortened and such notice may be dispatched by the preceding day to the date of the meeting.

 

    
(New provision)        

Article 22. (Resolutions of the Board of Directors without meeting)

Matters that require resolutions in a meeting of the Board of Directors may be resolved without holding a meeting if all Directors who are entitled to vote for such resolutions express unanimously in writing or in electromagnetic recording media their consent or approval on such matters; and such unanimous consent or approval shall be treated as if resolutions were effectively adopted in a meeting of the Board of Directors.

 

    

Article 23. (Exemption of Directors from liabilities)

The Company may, by resolution of the Board of Directors, exempt any Director from liabilities as provided in Article 21-17, paragraph 1 of the Special Exceptions Law to the extent as provided in laws or regulations.

The Company may enter into an agreement with any outside Director to limit liabilities of such Director as provided in Article 21-17, paragraph 1 of the Special Exceptions Law to the aggregate amount as provided in the items of paragraph 19 of Article 266 of the Commercial Code, which are applied by paragraph 5 of the said Article of the Special Exceptions Law.

 

       

Article 23. (Exemption of Directors from liabilities)

The Company may, by resolution of the Board of Directors, exempt any Director (including former Directors) from liabilities as provided in Article 423, paragraph 1 of the Company Law to the extent as provided in laws or regulations.

The Company may enter into an agreement with any outside Director to limit liabilities as provided for in Article 423, paragraph 1 of the Company Law of such Director to the extent in the aggregate amount as provided for in items of Article 425, paragraph 1 of the Company Law.

 

    

Article 25. (Committees)

The Company shall have the Nominating Committee, the Audit Committee and the Compensation Committee.

 

       

(Delete)

    

Article 26. (The presentation of text is omitted here.)

 

       

Article 25. (The presentation of text is omitted here.)

 

    

Article 27. (Number)

By resolution of the Board of Directors, the Company shall have not more than 40 Executive Officers.

 

       

Article 26. (Number)

By resolution of the Board of Directors, the Company shall have not more than 40 Executive Officers.

[Note: Although notational changes were made in the original Japanese Article, the English translation has not changed.]

 

    

 

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Present Articles of Incorporation

 

       

Proposed Amendment

 

    

Article 28. (Term of office)

The term of office of Executive Officers shall expire at the close of the first meeting of the Board of Directors after the ordinary General Meeting of Shareholders relating to the last closing of accounts within one year after their assumption of office; provided, however, that the term of office of those Executive Officers who have newly assumed office while the other Executive Officers are still in office shall be for the remaining balance of the term of office of the other Executive Officers presently in office.

 

       

Article 27. (Term of office)

The term of office of Executive Officers shall expire on the last day of the business year that ends within one year from their election.

    

Article 29. (President)

By resolution of the Board of Directors, a President shall be selected, provided that the President must be a Representative Executive Officer.

 

       

Article 28. (President)

By resolution of the Board of Directors, a President shall be selected, provided that the President must be a Representative Executive Officer.

[Note: Although notational changes were made in the original Japanese Article, the English translation has not changed.]

 

    

Article 30. (Exemption of Executive Officers from liabilities)

The Company may, by resolution of the Board of Directors, exempt any Executive Officer from liabilities as provided in Article 21-17, paragraph 1 of the Special Exceptions Law to the extent as provided in laws or regulations.

       

Article 29. (Exemption of Executive Officers from liabilities)

The Company may, by resolution of the Board of Directors, exempt any Executive Officers (including former Executive Officers) from liabilities as provided in Article 423, paragraph 1 of the Company Law to the extent as provided in laws or regulations.

 

    

Article 31. (Chairmen Emeritus)

The Company may have Chairmen Emeritus by resolution of the Board of Directors.

       

Article 30. (Chairmen Emeritus)

The Company may have Chairmen Emeritus by resolution of the Board of Directors.

[Note: Although notational changes were made in the original Japanese Article, the English translation has not changed.]

 

    

Article 32. (Date of closing of accounts)

The date of closing of accounts of the Company shall be March 31 of each year.

 

       

Article 31. (Business year)

The business year of the Company shall start on April 1 every year and end on March 31 of the following year.

 

    

(New provision)

       

Article 32. (Distribution of surplus and repurchase of the Company’s shares)

The Company may, unless otherwise provided in the applicable laws, make decisions on matters specified in items of Article 459, paragraph 1 of the Company Law by resolution of its Board of Directors, without resolution at the General Meeting of Shareholders.

 

    

 

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Present Articles of Incorporation

 

       

Proposed Amendment

 

Article 33. (Dividends)

Dividends shall be paid to the shareholders or registered pledgees as of each date of closing of accounts.

If the dividends mentioned in the preceding paragraph are not received within three years from the date they became due and payable, the Company shall be relieved of the obligation to pay such dividends.

       

Article 33. (Record date for the purpose of distribution of surplus, etc.)

Any distributions of surplus by the Company shall be to the shareholders or registered pledgees as of March 31 or September 30 of each year.

In addition to the dates specified above, the Company may designate another record date for the purpose of distributing surplus.

If a distribution of surplus is not received within three years from the date it became due and payable, the Company shall be relieved of the obligation to pay such distribution of surplus.

 

Article 34. (Interim dividends)

The Company may, by resolution of the Board of Directors, make such distribution of money as provided for in Article 293-5 of the Commercial Code of Japan to the shareholders or registered pledgees as of the last day of September of each year.

The provisions of the second paragraph of the preceding Article shall apply, mutatis mutandis, to the distribution of money mentioned in the preceding paragraph.

 

          

Supplementary Provisions

Article 1. (Transitional measure regarding exemption of Directors from liabilities)

The Company may, by resolution of the Board of Directors, exempt any Director from liabilities in respect of any act prior to the close of the ordinary General Meeting of Shareholders relating to the accounting period ended March 2003 as provided in Article 266, paragraph 1, item 5 of the Commercial Code of Japan to the extent as provided in laws or regulations.

       

Supplementary Provisions

Article 1. (Transitional measure regarding exemption of Directors from liabilities)

The Company may, by resolution of the Board of Directors, exempt any Director from liabilities in respect of any act prior to the close of the Ordinary General Meeting of Shareholders for the accounting period ended March 2003 as provided in Article 266, paragraph 1, item 5 of the Commercial Code of Japan (hereinafter the “Former Commercial Code) before it was revised in accordance with the Law Regarding Creation of Relevant Laws in Response to the Enactment of the Company Law to the extent as provided in laws or regulations.

 

Article 2. (Transitional measure regarding exemption of Corporate Auditors from liabilities)

The Company may, by resolution of the Board of Directors, exempt any Corporate Auditor from liabilities prior to the close of the ordinary General Meeting of Shareholders relating to the accounting period ended March 2003 to the extent as provided in laws or regulations.

       

Article 2. (Transitional measure regarding exemption of Corporate Auditors from liabilities)

The Company may, by resolution of the Board of Directors, exempt any Corporate Auditor from liabilities as provided for in the Former Commercial Code prior to the close of the Ordinary General Meeting of Shareholders for the accounting period ended March 2003 to the extent as provided in laws or regulations.

 

 

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Item No. 2 Election of 14 Directors due to expiration of the term of office of all Directors

Due to expiration at the close of this Meeting of the term of office of all the present Directors, it is proposed that 14 Directors be elected. The Company does not adopt cumulative voting in the election of Directors in accordance with the provision of the Articles of Incorporation of the Company.

All nominees listed below have agreed to take office as Directors assuming that they are elected at this Meeting.

 

No.

 

       

Name

(Date of Birth)

 

       

Principal Occupation

 

       

Brief Biography

 

       

Share
Ownership

 

       

Conflict

of

Interest

 

         Yoshiki Yagi        Board Director (Chair),       

4/1960   Joined Hitachi, Ltd.

       shares         
1        (Feb. 27, 1938)       

Hitachi, Ltd.

(Standing member of Audit Committee)

      

6/1991   Director

6/1993   Executive Managing Director

6/1997   Senior Executive Managing Director

4/1999   Executive Vice President and Representative Director

6/2003   Representative Executive Officer, Executive Vice President, Executive Officer and Director

4/2004   Director

6/2005   Board Director (Chair)

 

       105,000        None
2     

Etsuhiko Shoyama

(Mar. 9, 1936)

      

Representative Executive

Officer, Chairman and

Director, Hitachi, Ltd.

(Member of Nominating Committee and Compensation Committee)

    

4/1959   Joined Hitachi, Ltd.

6/1991   Director

6/1993   Executive Managing Director

6/1995   Senior Executive Managing Director

6/1997   Executive Vice-President and Representative Director

4/1999   President and Representative Director

6/2003   Representative Executive Officer, President, Chief Executive Officer and Director

4/2006   Representative Executive Officer, Chairman and Director

 

       116,000        None
3       

Kazuo Furukawa

(Nov. 3, 1946)

      

Representative Executive Officer and President,

Hitachi, Ltd.

      

4/1971   Joined Hitachi, Ltd.

6/2003   Vice President and Executive Officer

4/2004   Senior Vice President and Executive Officer

4/2005   Representative Executive Officer, Executive Vice President and Executive Officer

4/2006   Representative Executive Officer and President

 

       58,000        None
4       

Tadamichi Sakiyama

(Jun. 13, 1941)

       Director, Hitachi Construction Machinery Co., Ltd. (“Hitachi Construction Machinery”)       

4/1964   Joined Hitachi, Ltd.

6/1994   General Manager of Accounting Department

6/1999   Vice President, General Manager of Internal Auditing Office

6/2001   Board Director, Senior Vice President, Hitachi Construction Machinery

4/2003   Executive Vice President and Representative Director

6/2003   Representative Executive Officer, Executive Vice President, Executive Officer and Director

4/2006   Director

 

       19,000        None

 

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No.

 

       

Name

(Date of Birth)

 

       

Principal Occupation

 

       

Brief Biography

 

       

Share
Ownership

 

       

Conflict

of

Interest

 

5       

Takashi Miyoshi

(Sep. 25, 1947)

       Representative Executive Officer, Executive Vice President, Executive Officer and Director, Hitachi, Ltd.       

4/1970   Joined Hitachi, Ltd.

4/2003   General Manager, Finance

6/2003   Executive Officer

4/2004   Senior Vice President and Executive Officer

6/2004   Senior Vice President, Executive Officer and Director

4/2006   Representative Executive Officer, Executive Vice President, Executive Officer and Director

 

       33,000        None
6     

Ginko Sato

(Jul. 6, 1934)

      

Honorary President, Japan Association for the Advancement of Working Women

 

Director, Hitachi, Ltd.

(Member of Nominating Committee and Audit Committee)

    

4/1958   Joined Ministry of Labour (currently Ministry of Health, Labour and Welfare)

6/1985   Ministerial Councillor, Ministry of Labour

1/1986   Director-General, Women’s Bureau, Ministry of Labour

7/1990   Assistant Minister of Labour

10/1991 Ambassador Extraordinary and Plenipotentiary of Japan to Kenya

7/1995   Commissioner, Securities and Exchange Surveillance Commission

7/1998   Chairperson, Securities and Exchange Surveillance Commission

8/2001   President, Japan Association for the Advancement of Working Women

6/2003   Director, Hitachi, Ltd.

4/2005   Honorary President, Japan Association for the Advancement of Working Women

 

       26,000        None
7       

Hiromichi Seya

(Oct. 7, 1930)

      

Senior Corporate Advisor, Asahi Glass Company, Limited (“Asahi Glass”)

 

Director, Hitachi, Ltd.

(Member of Nominating Committee, Audit Committee and Compensation Committee)

      

4/1954   Joined Asahi Glass

3/1985   Director

3/1987   Managing Director

3/1988   Representative Director Executive Vice President

3/1990   Representative Director Senior Executive Vice President

3/1992   Representative Director President

6/1998   Representative Director Chairman & CEO

6/2002   Representative Director Chairman of the Board

6/2003   Director, Hitachi, Ltd.

3/2004   Senior Corporate Advisor, Asahi Glass

 

       14,000        None
8       

Akira Chihaya

(Mar. 6, 1935)

      

Representative Director and

Chairman of the Board, NIPPON STEEL CORPORATION (“NSC”)

 

Representative Director and President, Tekko Kaikan Co., Ltd.

 

Director, Hitachi, Ltd.

(Member of Compensation Committee)

 

      

4/1957   Joined Yawata Iron & Steel Co., Ltd. (currently NSC)

6/1987   Director

6/1991   Managing Director

6/1995   Representative Director and Executive Vice President

4/1998   Representative Director and President

4/2003   Representative Director and Chairman of the Board

6/2003   Director, Hitachi, Ltd.

       6,000        Note (1)

 

11


Table of Contents

No.

 

       

Name

(Date of Birth)

 

       

Principal Occupation

 

       

Brief Biography

 

       

Share
Ownership

 

       

Conflict

of

Interest

 

9       

Tohru Motobayashi

(Jan. 5, 1938)

       Attorney at Law       

4/1963   Member of the Tokyo Bar Association

6/1970   Partner, Mori Sogo Law Offices (currently, Mori Hamada & Matsumoto)

4/2002   President of the Japan Federation of Bar Associations (Retired in March 2004)

 

       15,750        None
Note (2)
10     

Isao Uchigasaki

(Jan. 2, 1939)

      

Chairman of the Board, Hitachi Chemical Co., Ltd. (“Hitachi

Chemical”)

 

Director, Hitachi, Ltd.

    

4/1962   Joined Hitachi, Ltd.

4/1963   Joined Hitachi Chemical

6/1991   Board Director

6/1993   Executive Managing Director

6/1997   President and Representative Director

4/2003   Chairman of the Board and Representative Director

6/2003   Chairman of the Board

4/2004   Hitachi Group Executive Officer, Hitachi, Ltd.

6/2004   Hitachi Group Executive Officer and Director, Hitachi, Ltd.

3/2006   Retired Hitachi Group Executive Officer

 

       13,000        None
11       

Takashi Kawamura

(Dec. 19, 1939)

      

Chairman of the Board and Representative Executive Officer, Hitachi Software Engineering Co., Ltd. (“Hitachi Software Engineering”)

 

Director, Hitachi, Ltd.

      

4/1962   Joined Hitachi, Ltd.

6/1995   Director

6/1997   Executive Managing Director

4/1999   Executive Vice President and Representative Director

4/2003   Director

6/2003   Chairman of the Board and Representative Executive Officer, Hitachi Software Engineering

 

       67,000        Note (3)
12     

Yoshiro Kuwata

(Sep. 1, 1936)

      

Chairman of the Board and Representative Executive Officer, Hitachi

High-Technologies Corporation (“Hitachi

High-Technologies”)

 

Director, Hitachi, Ltd.

    

6/1961   Joined Hitachi, Ltd.

6/1993   Director

6/1995   Executive Managing Director

6/1997   Senior Executive Managing Director

4/1999   Executive Vice President and Representative Director

6/2003   Representative Executive Officer, Executive Vice President, Executive Officer and Director Chairman of the Board and Representative Executive Officer, Hitachi High-Technologies

4/2004   Director

 

       64,700        Note (4)
13       

Masayoshi Hanabusa

(Oct. 10, 1934)

      

Chairman of the Board, Hitachi Capital Corporation (“Hitachi

Capital”)

 

Director, Hitachi, Ltd.

(Member of Nominating Committee and Compensation Committee)

      

4/1957   Joined Hitachi Sales Corporation

8/1960   Joined Hitachi Credit Corporation (currently Hitachi Capital)

6/1977   Director

6/1983   Executive Managing Director

6/1987   Senior Executive Managing Director

6/1991   President and Representative Director

6/2001   Chairman of the Board and Representative Director

6/2003   Chairman of the Board Director, Hitachi, Ltd.

 

       15,050        None

 

12


Table of Contents

No.

 

       

Name

(Date of Birth)

 

       

Principal Occupation

 

       

Brief Biography

 

       

Share
Ownership

 

       

Conflict

of

Interest

 

14       

Ryuichi Seguchi

(Nov. 19, 1933)

      

Director, Hitachi Construction Machinery

 

Director, Hitachi, Ltd.

      

4/1956   Joined Hitachi, Ltd.

10/1970 Joined Hitachi Construction Machinery

6/1981   Board Director

6/1983   Executive Managing Director

6/1989   Senior Executive Managing Director

6/1993   Executive Vice President

6/1997   President, Chief Executive Officer and Representative Director

4/2003   Chairman of the Board and Representative Director

6/2003   Chairman of the Board and Representative Executive Officer

4/2005   Chairman of the Board

6/2005   Director, Hitachi, Ltd.

4/2006   Director, Hitachi Construction Machinery

 

       10,000        None

 

Notes: (1) Both NSC, for which Mr. Akira Chihaya serves as Representative Director and Chairman of the Board, and the Company conduct businesses in the area of power and industrial systems. Additionally, the Company has continuous transactions with NSC, including purchases of steel products of NSC through trading firms and sales of control systems and computer control equipment, etc. to NSC. The amount of such transactions is negligible, in comparison to the whole business scale of both companies. The Company has no special interest in Tekko Kaikan Co., Ltd., for which Mr. Chihaya serves as Representative Director and President.
   (2) The law firm Mori Hamada & Matsumoto, to which Mr. Motobayashi belongs, is one of the Company’s advisory firms, but there is no contractual relationship between Mr. Motobayashi and the Company. Further, the Company has no plans to select Mr. Motobayashi as a member of the Audit Committee should this resolution be approved and he be appointed as a director.
   (3) Both Hitachi Software Engineering, for which Mr. Takashi Kawamura serves as Representative Executive Officer, and the Company conduct businesses in the area of information & telecommunication systems. Additionally, the Company has continuous transactions with Hitachi Software Engineering, including purchases of software from Hitachi Software Engineering and sales of computers and components for computers to Hitachi Software Engineering. The two companies also have dealings with each other in the form of loans under the Hitachi Group’s centralized cash management system.
   (4) Both Hitachi High-Technologies, for which Mr. Yoshiro Kuwata serves as Representative Executive Officer, and the Company conduct businesses in the areas of sales of information systems and medical equipment, etc. Additionally, the Company has continuous transactions with Hitachi High-Technologies, including purchases of information system equipment and liquid crystal related components from Hitachi High-Technologies and sales of information system equipment and software to Hitachi High-Technologies. The two companies also have dealings with each other in the form of loans under the Hitachi Group’s centralized cash management system.
   (5) Ms. Ginko Sato, Mr. Hiromichi Seya, Mr. Akira Chihaya and Mr. Tohru Motobayashi are nominees who fulfill the qualification requirements to be outside directors as provided for in Article 2.3.7 of the Enforcement Regulations of the Company Law.

 

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Table of Contents

Reporting Matters

1. Business Report (from April 1, 2005 to March 31, 2006)

(1) Business Overview of Hitachi Group

Business Results

During the year under review, improved corporate earnings and a better employment situation worked to increase private sector investment in new plant and equipment and boost consumer spending. Because of these factors, and also clear signs of a recovery in exports, the Japanese economy was vigorous throughout the year.

Against this economic backdrop, consolidated revenues rose 5% from the preceding year, to JPY 9,464.8 billion. Operating income decreased 8%, to JPY 256.0 billion, owing to lower earnings in Electronic Devices and an operating loss posted by Digital Media & Consumer Products. Net income came to JPY 37.3 billion, down 28%.

Measures Taken

The period under review marked the final year of the “i.e. Hitachi Plan II,” the medium-term management plan which Hitachi Group has implemented since fiscal 2003 primarily in order to accomplish increased profitability by focusing resources on Hitachi Group’s targeted businesses. A number of products, such as hard disk drives, flat panel TVs and LCDs, were singled out for forward-looking investment because of the key role they are expected to play in the development of the emerging ubiquitous information society. Although the profitability and other issues encountered by these sectors make the reform less than a complete success, Hitachi Group’s efforts for its business reorganization such as realignment of its business portfolio and creating new businesses have, in combination with enhanced consolidated management and speedier decision-making, produced substantial results.

During the year, Hitachi (China) Research and Development Corporation was established and started R&D activities in the information and telecommunication systems field in cooperation with a leading Chinese university. In other moves, Hitachi Global Storage Products (Shenzhen) Co., Ltd. was set up in Shenzhen as a hard disk drives production base, and Hitachi Building Equipment Manufacturing Co., Ltd., based in Tianjin, started production of elevators, etc. In addition, Hitachi Consulting Europe Limited, which was established in the U.K. in order to strengthen consulting services business, increased the strength and reach of Hitachi’s consulting services by globally linking operations across Japan, the United States and Europe.

In Japan, part of Industrial Systems Group of the Company was transferred, by way of corporate split, to Hitachi Plant Engineering & Construction Co., Ltd., which was then merged with Hitachi Kiden Kogyo, Ltd. and Hitachi Industries Co., Ltd. to form Hitachi Plant Technologies, Ltd. in April 2006. This consolidation of capabilities is expected to accelerate the growth of businesses in the social and industrial infrastructure sectors.

On April 1, 2006, Etsuhiko Shoyama assumed the post of Chairman and Kazuo Furukawa assumed the post of President. Hitachi aims to improve its profitability under the new management.

 

14


Table of Contents

Business Results by Industry Segment

[Revenues and Operating Income by Industry Segment]

 

 

     (Billions of yen)  

Industry Segment

   Revenues     Operating Income  
  

Fiscal

2004(A)

   

Fiscal

2005(B)

    (B)/(A)    

Fiscal

2004(A)

   

Fiscal

2005(B)

    (B)/(A)  

Information & Telecommunication Systems

   2,268.3     2,360.9     104 %   67.7     84.6     125 %

Electronic Devices

   1,320.1     1,204.4     91 %   37.0     20.4     55 %

Power & Industrial Systems

   2,515.3     2,805.1     112 %   73.6     92.5     126 %

Digital Media & Consumer Products

   1,280.3     1,305.6     102 %   8.6     (35.7 )   —   %

High Functional Materials & Components

   1,504.3     1,600.2     106 %   87.5     110.0     126 %

Logistics, Services & Others

   1,248.2     1,214.7     97 %   9.8     19.5     199 %

Financial Services

   529.6     517.9     98 %   31.0     35.0     113 %

Subtotal

   10,666.5     11,009.1     103 %   315.5     326.4     103 %

Eliminations & Corporate Items

   (1,639.4 )   (1,544.3 )   —   %   (36.4 )   (70.4 )   —   %
                                    

Total

   9,027.0     9,464.8     105 %   279.0     256.0     92 %
                                    
Notes: (1) The consolidated figures of the Company have been prepared in conformity with accounting principles generally accepted in the United States, while revenues and operating income by industry segment have been prepared in conformity with accounting principles generally accepted in Japan.
   (2) Restructuring charges etc. are included as part of other income or other deductions in conformity with accounting principles generally accepted in Japan, while they are included as part of operating income (loss) under accounting principles generally accepted in the United States.
   (3) Revenues by industry segment include intersegment transactions.
   (4) The businesses of each segment are set out in “(2) Main Products and Services of Hitachi Group.”

[Information & Telecommunication Systems]

Sales of outsourcing businesses showed solid performance and sales of hard disk drives and disk array subsystems increased, partially offset by the transfer of all shares of the former Hitachi Printing Solutions, Ltd. to Ricoh Company, Ltd. and by declining servers and personal computers prices. Operating income was strong in the disk array subsystems and markedly higher in the software and services sector from the preceding year.

[Electronic Devices]

Sales of LCDs were down from the preceding year. Although operating income of Hitachi High-Technologies Corporation increased, operating income of this segment sharply declined from the preceding year.

[Power & Industrial Systems]

Industrial machinery and air-conditioning systems turned in strong sales results owing to rebounding private sector plant and equipment investment. In addition, sales of elevators, escalators and Hitachi Construction Machinery Co., Ltd. increased particularly in products for overseas markets. Hitachi Construction Machinery Co., Ltd. also recorded higher operating income. Operating income of elevators, escalators, industrial machinery and air-conditioning systems also increased.

[Digital Media & Consumer Products]

Although revenues rose from a year earlier owing to advances by flat panel TVs and making Fujitsu Hitachi Plasma Display Limited a subsidiary of the Company, operating loss was posted as a result of an increase in digital media product sales investment and lower prices for flat panel TVs and white goods.

[High Functional Materials & Components]

Revenues were higher at Hitachi Chemical Co., Ltd. and Hitachi Metals, Ltd., especially in the electronics and automotive related products sectors. Revenues of Hitachi Cable, Ltd. also increased. Operating income was buoyant.

 

15


Table of Contents

[Logistics, Services & Others]

Although revenues decreased from the preceding year, operating income was boosted considerably by increased earnings at Hitachi Transport System, Ltd.

[Financial Services]

Although revenues were down from a year earlier, operating income was buoyant due to robust performance by Hitachi Capital Corporation.

Relationship with Subsidiaries and Affiliates

During the year under review, Fujitsu Hitachi Plasma Display Limited, a company that manufactures and sells plasma display panels for flat panel TVs, was made a subsidiary of the Company through acquisition of some of the Fujitsu Hitachi Plasma Display Limited stock previously owned by Fujitsu Limited. In a move aimed at reinforcing Hitachi’s position in the automotive systems business, the Company and Hitachi Mobile Co., Ltd. on April 1, 2006 carried out a stock-for-stock exchange that made Hitachi Mobile Co., Ltd. a wholly-owned subsidiary of the Company. In the air-conditioning systems business and consumer products sector, Hitachi Air Conditioning Systems Co., Ltd. and Hitachi Home & Life Solutions, Inc. merged in April 2006 to form a new company, Hitachi Appliances, Inc., with enhanced capabilities in “lifestyle zone solutions business” that promotes sophisticated lifestyle of people.

[Major Consolidated Subsidiaries of Hitachi, Ltd. (As of March 31, 2006)]

 

[Information & Telecommunication Systems]

•      Hitachi Communication Technologies, Ltd.

•      Hitachi Electronics Services Co., Ltd.

•      Hitachi Information Systems, Ltd.

•      Hitachi-Omron Terminal Solutions, Corp.

•      Hitachi Software Engineering Co., Ltd.

•      Hitachi Systems & Services, Ltd.

•      Hitachi Computer Products (America), Inc.

•      Hitachi Computer Products (Europe) S.A.S.

•      Hitachi Data Systems Holding Corp.

•      Hitachi Global Storage Technologies Netherlands B.V.

  

[Digital Media & Consumer Products]

•      Fujitsu Hitachi Plasma Display Limited

•      Hitachi Home & Life Solutions, Inc.

•      Hitachi Maxell, Ltd.

•      Hitachi Media Electronics Co., Ltd.

•      Hitachi Home Electronics (America), Inc.

•      Shanghai Hitachi Household Appliances Co., Ltd.

  

 

[High Functional Materials & Components]

•      Hitachi Cable, Ltd.

•      Hitachi Chemical Co., Ltd.

•      Hitachi Metals, Ltd.

  

 

[Logistics, Services & Others]

•      Chuo Shoji, Ltd.

•      Hitachi Life Corporation

•      Hitachi Mobile Co., Ltd.

•      Hitachi Transport System, Ltd.

•      Nikkyo Create, Ltd.

•      Hitachi America, Ltd.

•      Hitachi Asia Ltd.

•      Hitachi (China), Ltd.

•      Hitachi Europe Ltd.

 

[Financial Services]

•      Hitachi Capital Corporation

•      Hitachi Insurance Services, Ltd.

[Electronic Devices]

•      Hitachi Displays, Ltd.

•      Hitachi High-Technologies Corporation

•      Hitachi Medical Corporation

•      Hitachi Electronic Devices (USA), Inc.

•      Hitachi Semiconductor Singapore Pte. Ltd.

 

[Power & Industrial Systems]

•      Babcock-Hitachi Kabushiki Kaisha

•      Hitachi Air Conditioning Systems Co., Ltd.

•      Hitachi Building Systems Co., Ltd.

•      Hitachi Construction Machinery Co., Ltd.

•      Hitachi Engineering Co., Ltd.

•      Hitachi Engineering & Services Co., Ltd.

•      Hitachi Industrial Equipment Systems Co., Ltd.

•      Hitachi Industries Co., Ltd.

•      Hitachi Kiden Kogyo, Ltd.

•      Hitachi Plant Engineering & Construction Co., Ltd.

•      Hitachi Via Mechanics, Ltd.

•      Japan Servo Co., Ltd.

•      Guangzhou Hitachi Elevator Co., Ltd.

•      Hitachi Automotive Products (USA), Inc.

  

 

Notes: (1) The total number of consolidated subsidiaries (including variable interest entities) pursuant to Article 2.1.25 of the Enforcement Regulations of the Commercial Code of Japan is 932 as of March 31, 2006.
  (2) The number of equity-method affiliates is 158. The major equity-method affiliates are Casio Hitachi Mobile Communications Co., Ltd., Hitachi Koki Co., Ltd., Hitachi Kokusai Electric Inc. and Renesas Technology Corp. (“Renesas”).
  (3) Renesas is accounted for under the equity method by the Company as major decisions require consensus between the Company and Mitsubishi Electric Corporation in accordance with the joint venture agreement, although the Company owns more than 50% of voting rights of Renesas.
  (4) Hitachi Plant Engineering & Construction Co., Ltd. acquired a part of Industrial Systems Group of the Company through corporate split, merged with Hitachi Kiden Kogyo, Ltd. and Hitachi Industries Co., Ltd. and changed its name to Hitachi Plant Technologies, Ltd. on April 1, 2006.
  (5) Hitachi Air Conditioning Systems Co., Ltd. merged with Hitachi Home & Life Solutions, Inc. and changed its name to Hitachi Appliances, Inc. on April 1, 2006.
  (6) Hitachi Engineering & Services Co., Ltd. acquired Power Systems Division of Hitachi Engineering Co., Ltd. through corporate split and changed its name to Hitachi Engineering & Services Co., Ltd. on April 1, 2006. Hitachi Engineering Co., Ltd. merged with Hitachi Information & Control Solutions, Ltd.

 

16


Table of Contents

(2) Main Products and Services of Hitachi Group (Fiscal 2005)

 

Industry Segment

  

Main Products and Services

   Percentage
to Total
Revenues
 
Information & Telecommunication Systems    Systems Integration, Outsourcing Services, Software, Hard Disk Drives, Disk Array Subsystems, Servers, Mainframes, Personal Computers, Telecommunications Equipment, ATMs    21 %
Electronic Devices    Liquid Crystal Displays, Semiconductor Manufacturing Equipment, Test and Measurement Equipment, Medical Electronics Equipment, Semiconductors    11 %
Power & Industrial Systems    Nuclear Power Plants, Thermal Power Plants, Hydroelectric Power Plants, Industrial Machinery and Plants, Automotive Products, Construction Machinery, Elevators, Escalators, Railway Vehicles, Air-Conditioning Equipment    25 %
Digital Media & Consumer Products    Optical Disk Drives, Televisions, LCD Projectors, Mobile Phones, Room Air Conditioners, Refrigerators, Washing Machines, Information Storage Media, Batteries    12 %
High Functional Materials & Components    Wires and Cables, Copper Products, Semiconductor Materials, Circuit Boards and Materials, Organic and Inorganic Chemical Products, Synthetic Resin Products, LCD Materials, Specialty Steels, Magnetic Materials, Malleable Cast-Iron Products, Forged and Cast-Steel Products    15 %
Logistics, Services & Others    General Trading, Logistics, Property Management    11 %
Financial Services    Leasing, Loan Guarantees, Insurance Services    5 %

(3) Capital Investment of Hitachi Group

Investment in new plant and equipment came to JPY 954.7 billion, down JPY 4.8 billion from the preceding year. The total excluding investment in lease assets and the like was JPY 397.4 billion. This amount was accounted for chiefly by investment directed to increasing hard disk drives, plasma display panels and automotive components production capacity. A breakdown of capital investment by industry segment is shown below.

 

     (Billions of yen)  

Industry Segment

   Amount  

Information & Telecommunication Systems

   123.2  

Electronic Devices

   35.7  

Power & Industrial Systems

   106.7  

Digital Media & Consumer Products

   38.5  

High Functional Materials & Components

   84.5  

Logistics, Services & Others

   24.1  

Financial Services

   570.6  

Subtotal

   983.6  

Eliminations & Corporate Items

   (28.9 )
      

Total

   954.7  
      
Note: The figures above include JPY557.2 billion of investment in assets to be leased. This mainly includes the investment relating to leasing business in the Financial Services segment.

(4) Research and Development of Hitachi Group

Expenditures on research and development during the year amounted to JPY 405.0 billion, which is equivalent to 4.3% of consolidated revenues. R&D activities were focused on strengthening leading-edge and basic technologies and accelerating the start-up of new businesses such as hard disk drives and automotive related sectors. Notable achievements included the development of the basic drive technology for a circulating multi-car elevator that significantly improves the transport capability of elevators, to ease congestion and reduce waiting time. A breakdown of R&D expenditures by industry segment is shown below.

 

17


Table of Contents
     (Billions of yen)

Industry Segment

   Amount

Information & Telecommunication Systems

   161.6

Electronic Devices

   47.0

Power & Industrial Systems

   85.5

Digital Media & Consumer Products

   33.4

High Functional Materials & Components

   48.8

Logistics, Services & Others

   4.7

Financial Services

   1.6

Corporate Items

   21.9
    

Total

   405.0
    

(5) Financing Activity of Hitachi Group

On August 18, 2005, the Company issued two series of unsecured straight debentures, 13th series, in the amount of JPY 50.0 billion, and 14th series, in the amount of JPY 50.0 billion, for the purpose of redeeming the Company’s 11th issue of unsecured straight debentures due for redemption in February 2006.

Main Sources of Borrowings of the Company

     (As of March 31, 2006)

Creditor

   Balance of Borrowings    Shares Owned by Creditor

Nippon Life Insurance Company

   10.0 billion yen    99,247,195 shares

The Dai-Ichi Mutual Life Insurance Company

   10.0 billion yen    75,661,222 shares

Meiji Yasuda Life Insurance Company

   10.0 billion yen    49,044,818 shares

Sumitomo Life Insurance Company

   10.0 billion yen      6,152,000 shares

 

Note:

  In addition to the figures shown above, the Company owes JPY170.0 billion of borrowings by means of syndicated loan agreements.

(6) Problems Facing Hitachi Group

Management believes the Japanese economy will continue to make solid progress as consumer spending and plant and equipment investment maintain an expansive tone although rising of long-term interest rates is concerned.

With the Company’s 100th anniversary four years off, the Hitachi Group intends to move forcefully ahead with upgrading consolidated competitiveness through proactive investment in targeted businesses and unremitting business structural reform. In addition, the following key measures will be pursued toward achieving truly high-profit performance.

 

    Management will endeavor to quickly overcome the profitability issues now faced by the hard disk drives, flat panel TVs and LCDs businesses by implementing fundamental countermeasures aimed at upgrading R&D capability, cost competitiveness, sales operations and every other aspect of business.

 

    The management resources of the Hitachi Group will be strategically focused on building strong businesses capable of emerging No. 1 in today’s volatile and rapidly expanding global markets.

 

    Stronger cost competitiveness will be achieved by fully restoring the “strong production engineering (monozukuri)” that enables Hitachi to achieve low costs far beyond the ability of competitors.

 

    In the North American, European and Chinese markets, tighter liaison will be established between the stationed full-time regional representatives and the individual business groups and Hitachi Group companies so as to take better advantage of the continuing high-growth potential of overseas businesses.

 

    In order to maintain and improve Hitachi’s robust financial position, cash-flow-oriented management will be thoroughly implemented and capital and other investments will be carried out strategically with an eye to optimum effect.

 

    Hitachi will strive to fulfill its social responsibility, under fundamental credo of “contributing to society through the development of superior, original technology and products”, with deep awareness of its responsibilities as a member of the community, by conducting its business in accordance with high ethical standards and in strict compliance with the law, and by ensuring that the Company’s operations are carried out with thorough consideration to the global environment.

 

    To achieve maximum corporate value over the long term, the Company will strengthen its corporate governance and create a structure that includes outside experts to be prepared to react quickly in the event of an external threat to the corporate value or interests of the shareholders.

 

18


Table of Contents

(7) Five-year Summary

Consolidated Basis

     (Billions of yen)

Fiscal Year

   2001    2002    2003    2004    2005

Revenues

   7,993.7    8,191.7    8,632.4    9,027.0    9,464.8

Operating Income

   -117.4    152.9    184.8    279.0    256.0

Income Before Income Taxes and Minority Interests

   -586.0    96.8    237.1    264.5    274.8

Net Income

   -483.8    27.8    15.8    51.4    37.3

Net Income per Share (Basic) (yen)

   -144.95    8.31    4.81    15.53    11.20

Net Income per Share (Diluted) (yen)

   —      8.19    4.75    15.15    10.84
                        

Total Assets

   9,915.6    10,179.3    9,590.3    9,736.2    10,021.1
                        

 

Notes: (1) The consolidated figures shown above have been prepared in conformity with accounting principles generally accepted in the United States.
   (2) Restructuring charges etc. are included as part of other income or other deductions in conformity with accounting principles generally accepted in Japan, while they are included as part of operating income (loss) under accounting principles generally accepted in the United States.
   (3) In fiscal 2002, the Company posted net income, reversing a net loss, due to the restructuring measures taken in the preceding fiscal year.
   (4) In fiscal 2003, income before income taxes and minority interests increased sharply due mainly to the improvement of operating income and gain on sale of investments in securities.
   (5) In fiscal 2004, operating income increased due to a good performance by high functional materials & components sector and power & industrial systems sector and net income also improved.

Unconsolidated Basis

 

     (Billions of yen)

Fiscal Year

   2001    2002    2003    2004    2005

Orders Received

   3,193.5    2,984.8    2,369.9    2,495.8    2,568.0

Revenues

   3,522.2    3,112.4    2,488.8    2,597.4    2,713.3

Operating Income

   -84.7    53.7    7.5    -5.6    1.0

Ordinary Income

   -81.6    52.0    20.1    22.2    42.6

Net Income

   -252.6    28.2    40.1    10.3    37.0

Net Income per Share (Basic) (yen)

   -75.68    8.38    12.14    3.12    11.11

Net Income per Share (Diluted) (yen)

   —      —      12.14    3.12    11.11
                        

Total Assets

   3,923.1    3,825.0    3,708.3    3,752.5    3,834.2
                        

 

Notes: (1) In fiscal 2002, revenues decreased from the preceding fiscal year, including due to transfer of several businesses to the subsidiaries, while income increased from the preceding fiscal year.
   (2) In fiscal 2003, revenues decreased sharply from the preceding fiscal year due primarily to the corporate split of system LSI and other semiconductor operations and hard disk drive business from the Company.
   (3) In fiscal 2004, the Company posted an operating loss due to deterioration in profitability of its main business sectors. Net income substantially decreased from the preceding fiscal year due to posting an extraordinary loss, which includes impairment loss on shares of an affiliated company engaging in plasma display panel operations and restructuring charges relating to digital media product business in Japan.
   (4) In fiscal 2005, profitability in the Company’s main business sectors was improved and ordinary income and net income increased due to an increase in non-operating income.
   (5) Net income per share is calculated for fiscal 2001 based on total number of shares issued at year-end less number of treasury stocks and since fiscal 2002 based on total average number of shares issued less average number of treasury stocks during the fiscal year.

 

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Table of Contents

(8) Directors and Executive Officers (As of March 31, 2006)

Directors

 

Name

   Position  

Committee Membership

 

Principal Position outside the Company

Yoshiki Yagi    Board Director (Chair)   Audit Committee (Chair)   —  
Etsuhiko Shoyama    Director  

Nominating Committee

Compensation Committee

 

—  

 

Kotaro Muneoka    Director   Audit Committee   —  
Takashi Miyoshi    Director   —     —  
Ginko Sato    Director  

Nominating Committee

Audit Committee

  Honorary President, Japan Association for the Advancement of Working Women
Hiromichi Seya    Director  

Nominating Committee

Audit Committee

Compensation Committee

  Senior Corporate Advisor, Asahi Glass Company, Limited
Akira Chihaya    Director   Compensation Committee   Representative Director and Chairman of the Board, NIPPON STEEL CORPORATION
Toshiro Nishimura    Director  

Nominating Committee

Audit Committee

Compensation Committee

  Attorney at Law
Isao Uchigasaki    Director  

 

—  

  Chairman of the Board, Hitachi Chemical Co., Ltd.
Takashi Kawamura    Director  

 

—  

  Chairman of the Board and Representative Executive Officer, Hitachi Software Engineering Co., Ltd.
Yoshiro Kuwata    Director  

 

—  

  Chairman of the Board and Representative Executive Officer, Hitachi High-Technologies Corporation
Hiroshi Kuwahara    Director  

 

—  

  Chairman of the Board and Representative Executive Officer, Hitachi Maxell, Ltd.
Masayoshi Hanabusa    Director  

Nominating Committee (Chair)

Compensation Committee (Chair)

  Chairman of the Board, Hitachi Capital Corporation
*Ryuichi Seguchi    Director  

 

—  

  Chairman of the Board, Hitachi Construction Machinery Co., Ltd.

 

Notes: (1) The Directors marked with * were newly elected and assumed their positions at the 136th Ordinary General Meeting of Shareholders on June 24, 2005.
   (2) Mr. Tsutomu Kanai retired due to expiration of his term of office at the close of the 136th Ordinary General Meeting of Shareholders on June 24, 2005.
   (3) Directors, Ms. Ginko Sato, Mr. Hiromichi Seya, Mr. Akira Chihaya and Mr. Toshiro Nishimura are outside Directors who fulfill the qualification requirements as provided for in Article 188.2.7-2 of the Commercial Code of Japan.

 

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Table of Contents

Executive Officers

 

Name

  

Position

 

Responsibilities

*Etsuhiko Shoyama   

Representative Executive Officer

President and Chief Executive Officer

  Overall management
Isao Ono   

Representative Executive Officer

Executive Vice President and Executive Officer

  Sales operations, information & telecommunication systems business and Hitachi group procurement
Michiharu Nakamura   

Representative Executive Officer

Executive Vice President and Executive Officer

  Research & development and business incubation
Masaharu Sumikawa   

Representative Executive Officer

Executive Vice President and Executive Officer

  Power & industrial systems business, automotive systems business and production engineering
Kazuo Furukawa   

Representative Executive Officer

Executive Vice President and Executive Officer

  Information & telecommunication systems business, digital media business, Hitachi group global business, corporate export regulation and business development
Hiroaki Nakanishi    Senior Vice President and Executive Officer   Hitachi group global business (North America)
Takashi Hatchoji    Senior Vice President and Executive Officer   Hitachi group strategy, Hitachi group legal and corporate communications and corporate auditing
*Takashi Miyoshi    Senior Vice President and Executive Officer   Hitachi group management, finance and corporate pension system
Takuya Tajima    Senior Vice President and Executive Officer   Sales operations
Shigeharu Mano    Vice President and Executive Officer   Power systems business
Gaku Suzuki    Vice President and Executive Officer   Industrial systems business
Kunihiko Ohnuma    Vice President and Executive Officer   Urban planning and development systems business
Manabu Shinomoto    Vice President and Executive Officer   Information & telecommunication systems business
Iwao Hara    Vice President and Executive Officer   Information & telecommunication systems business planning
Kazuhiro Tachibana    Vice President and Executive Officer   Consumer business
Makoto Ebata    Vice President and Executive Officer   Digital media business
Taiji Hasegawa    Vice President and Executive Officer   Automotive systems business
Kazuhiro Mori    Vice President and Executive Officer   Hitachi group companies management assistance
Shozo Saito    Vice President and Executive Officer   Power systems engineering
Junzo Kawakami    Vice President and Executive Officer   Research & development
Yasuo Sakuta    Vice President and Executive Officer   Intellectual property
Minoru Tsukada    Vice President and Executive Officer   Hitachi group global business (China)
Masahiro Hayashi    Vice President and Executive Officer   Sales operations (Kansai area)
Takao Suzuki    Vice President and Executive Officer   Sales operations (Chugoku area)
Koichiro Nishikawa    Vice President and Executive Officer   Business development
Shinjiro Kasai    Vice President and Executive Officer   Human resources
Hiroyuki Fukuyama    Vice President and Executive Officer   Production engineering
*Isao Uchigasaki    Hitachi Group Executive Officer   Hitachi group overall strategy

 

Notes: (1) On August 1, 2005, the responsibilities of Mr. Kazuhiro Mori were changed to Hitachi group companies management assistance from industrial systems business and Mr. Gaku Suzuki became a Vice President and Executive Officer.
   (2) The responsibilities of some Executive Officers were changed on October 1, 2005 as follows: the responsibilities of Mr. Kazuhiro Tachibana were changed to consumer business from digital media business; the responsibilities of Mr. Makoto Ebata were changed to digital media business from Hitachi group strategy and Hitachi group global business; the responsibilities of Mr. Junzo Kawakami were changed to research & development from automotive systems business (suspensions and brakes); and Hitachi group procurement was added to the responsibilities of Mr. Isao Ono.
   (3) The responsibilities of some Executive Officers were changed on January 1, 2006 as follows: Hitachi group strategy was added to and human resources was omitted from the responsibilities of Mr. Takashi Hatchoji; Hitachi group management was added to the responsibilities of Mr. Takashi Miyoshi; the responsibilities of Mr. Iwao Hara were changed to information & telecommunication system business planning from human resources. In addition, Mr. Shinjiro Kasai and Mr. Hiroyuki Fukuyama became a Vice President and Executive Officer, respectively, and the position of Mr. Yasuo Sakuta and Mr. Koichiro Nishikawa changed to Vice President and Executive Officer from Executive Officer.
   (4) On March 1, 2006, the responsibilities of Mr. Manabu Shinomoto were changed to information & telecommunication systems business from system solutions business and platform and network systems business.
   (5) The Executive Officers marked with * concurrently hold the position of Director.

 

21


Table of Contents

The Company changed management members, effective April 1, 2006. New Executive Officers are as follows:

Executive Officers (As of April 1, 2006)

 

Name

  

Position

 

Responsibilities

Etsuhiko Shoyama   

Representative Executive Officer

Chairman

  Management in general
Kazuo Furukawa   

Representative Executive Officer

President

  Overall management
Michiharu Nakamura   

Representative Executive Officer

Executive Vice President and Executive Officer

  Research & development and business incubation
Hiroaki Nakanishi    Executive Vice President and Executive Officer   Hitachi group global business (North America)
Takashi Hatchoji   

Representative Executive Officer

Executive Vice President and Executive Officer

  Corporate planning, legal and corporate communications, corporate auditing and procurement
Takashi Miyoshi   

Representative Executive Officer

Executive Vice President and Executive Officer

  Hitachi group management, business development, finance and corporate pension system
Shigeharu Mano   

Representative Executive Officer

Executive Vice President and Executive Officer

  Power systems business
Tadahiko Ishigaki   

Representative Executive Officer

Senior Vice President and Executive Officer

  Sales operations, digital media business, Hitachi group global business and corporate export regulation
Kunihiko Ohnuma    Senior Vice President and Executive Officer   Industrial systems business and urban planning and development systems business
Manabu Shinomoto    Senior Vice President and Executive Officer   Information & telecommunication systems business
Taiji Hasegawa    Senior Vice President and Executive Officer   Automotive systems business
Kazuhiro Mori    Senior Vice President and Executive Officer   Hitachi group companies management assistance
Shozo Saito    Senior Vice President and Executive Officer   Production engineering and power systems engineering
Junzo Kawakami    Senior Vice President and Executive Officer   Research & development
Minoru Tsukada    Senior Vice President and Executive Officer   Hitachi group global business (China)
Gaku Suzuki    Vice President and Executive Officer   Industrial systems business
Naoya Takahashi    Vice President and Executive Officer   Storage systems business and platform and network systems business
Junzo Nakajima    Vice President and Executive Officer   System solutions business
Kazuhiro Tachibana    Vice President and Executive Officer   Consumer business
Makoto Ebata    Vice President and Executive Officer   Digital media business
Masahiro Hayashi    Vice President and Executive Officer   Sales operations (Kansai area)
Koichiro Nishikawa    Vice President and Executive Officer   Business development
Shinjiro Kasai    Vice President and Executive Officer   Human resources
Hiroyuki Fukuyama    Vice President and Executive Officer   Production engineering

 

Notes: (1) On April 30, 2006, Mr. Shigeharu Mano resigned his position.
   (2) On May 1, 2006, Mr. Akira Maru became a Vice President and Executive Officer (in charge of power systems business) and power systems business was added to the responsibilities of Mr. Shozo Saito.

 

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Table of Contents

(9) Compensation for Directors and Executive Officers

Policy on the Determination of Compensation of Directors and Executive Officers

(a) Matters relating to both Directors and Executive Officers

Compensation will be commensurate with the ability required of, and the responsibilities to be borne by, the Company’s Directors and Executive Officers, taking into consideration compensation packages at other companies.

(b) Matters relating to Directors

Compensation for Directors will consist of a monthly salary, a year-end allowance and a retirement allowance.

 

    Monthly salary will be decided by making adjustments to basic salary that reflect full-time or part-time status, committee membership and position.

 

    Year-end allowance will be a pre-determined amount equivalent to about twenty percent of the Director’s annual income based on monthly salary, although this amount may be reduced depending on Company performance.

 

    Retirement allowance will be an amount payable on retirement that is determined based on monthly salary and years of service (total years of service in the case of a Director who has served multiple terms as a Director) (the “Director’s Basic Retirement Amount”).

A Director concurrently serving as an Executive Officer will not be paid compensation as a Director.

(c) Matters relating to Executive Officers

Compensation for Executive Officers will consist of a monthly salary, a performance-linked component and a retirement allowance.

 

    Monthly salary will be decided by adjusting a basic amount set in accordance with the relevant position to reflect the results of an assessment.

 

    The performance-linked component will be set within a range equivalent to about thirty percent of the Executive Officer’s annual income, adjusted based on Company and individual performance.

 

    Retirement allowance will be an amount payable on retirement. The amount will be determined by adding to an amount set in accordance with the position held at retirement, an amount based on the monthly salary of previous positions held over the course of the person’s career and years of service in such positions (total years in each position, in the event of multiple periods in the same position) (the “Executive Officer’s Basic Retirement Amount”).

(d) Miscellaneous

 

    In accordance with a resolution of the 134th Ordinary General Meeting of Shareholders of the Company held on June 25, 2003, the amount of retirement allowance for a Director or Executive Officer who was a Director or Corporate Auditor prior to the close of the Meeting will include an allowance corresponding to the person’s period of service as a Director or Corporate Auditor before the adoption of the Committee System.

 

    Retirement allowance may, through an assessment, be supplemented for distinguished service by an amount equivalent to up to thirty percent of the Director’s Basic Retirement Amount or Executive Officer’s Basic Retirement Amount. Depending on the circumstances, each such Basic Retirement Amount may also be reduced.

 

    In addition to the above, stock options may be granted as an incentive to increase corporate value (At the Compensation Committee held on March 30, 2006, it was determined that stock options would not be granted in the future).

Amount of Compensation Paid to Directors and Executive Officers in Fiscal 2005

(a) Amount paid to Directors and Executive Officers in office after adoption of the Committee System

 

     Remuneration    

Year-end Allowance and

Performance-linked Component

    Retirement Allowance  
     Number    

Amount paid

(millions of yen)

    Number    

Amount paid

(millions of yen)

    Number    

Amount paid

(millions of yen)

 

Directors

(Outside Directors)

   12
(4
 
)
  206
(62
 
)
  11
(4
 
)
  45
(6
 
)
  1
(—
 
)
  49
(—
 
)

Executive Officers

   26     613     26     208     2     75  
                                    

Total

   38     820     37     253     3     125  
                                    

 

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Table of Contents
Notes: (1) The number of Directors who received remuneration and year-end allowance excludes three Directors who serve concurrently as Executive Officers.
   (2) The number of Executive Officers who received performance-linked component includes two Executive Officers who retired in the preceding year.
   (3) All of the Executive Officers who received retirement allowance are Executive Officers who retired in the preceding year.
   (4) Figures of Directors include those of outside Directors.

(b) Amount paid to Directors and Corporate Auditors in office before adoption of the Committee System

 

     Retirement Allowance
     Number   

Amount paid

(millions of yen)

Directors

   2    791

Corporate Auditors

   —      —  
         

Total

   2    791
         

(10) Employees of Hitachi Group (As of March 31, 2006)

 

Industry Segment

   Number of Employees    

Change from the end of the

preceding year

 

Information & Telecommunication Systems

   90,382     +209  

Electronic Devices

   27,173     +1,230  

Power & Industrial Systems

   88,019     +3,417  

Digital Media & Consumer Products

   31,334     +32  

High Functional Materials & Components

   54,687     -345  

Logistics, Services & Others

   28,481     -225  

Financial Services

   4,166     +82  

Corporate

   3,082     -148  
            

Total

   327,324     +4,252  

(the Company)

   (38,350 )   (-187 )
            

 

Note: The total number of employees of Hitachi Group and the Company including part-time employees was 355,879 and 41,157, respectively.

(11) Major Facilities of Hitachi Group (As of March 31, 2006)

Major Facilities of the Company

 

    

Location

Head Office    Tokyo (Chiyoda-ku)
R&D    Tokyo (Chiyoda-ku, Kokubunji), Ibaraki (Hitachi, Hitachinaka), Saitama (Hatoyama), Kanagawa (Yokohama, Kawasaki)

Manufacturing,

Design and

Engineering

   Tokyo (Chiyoda-ku, Koto-ku, Shinagawa-ku, Ome), Ibaraki (Hitachi, Hitachinaka), Saitama (Kawagoe), Kanagawa (Yokohama, Atsugi, Odawara, Kawasaki, Hadano), Aichi (Toyokawa), Yamaguchi (Kudamatsu)

Sales and

Area Operations

   Tokyo (Chiyoda-ku, Koto-ku, Shinagawa-ku), Hokkaido Area Operation (Sapporo), Tohoku Area Operation (Sendai), Kanto Area Operation (Tokyo), Yokohama Area Operation (Yokohama), Hokuriku Area Operation (Toyama), Chubu Area Operation (Nagoya), Kansai Area Operation (Osaka), Chugoku Area Operation (Hiroshima), Shikoku Area Operation (Takamatsu), Kyushu Area Operation (Fukuoka)

 

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Table of Contents

Locations of the Company’s Major Consolidated Subsidiaries

 

Name

  

Location

  Babcock-Hitachi Kabushiki Kaisha

  

Chiyoda-ku, Tokyo

  Chuo Shoji, Ltd.

  

Chiyoda-ku, Tokyo

  Fujitsu Hitachi Plasma Display Limited

  

Kawasaki, Kanagawa

  Hitachi Air Conditioning Systems Co., Ltd.

  

Minato-ku, Tokyo

  Hitachi Building Systems Co., Ltd.

  

Chiyoda-ku, Tokyo

  Hitachi Cable, Ltd.

  

Chiyoda-ku, Tokyo

  Hitachi Capital Corporation

  

Minato-ku, Tokyo

  Hitachi Chemical Co., Ltd.

  

Shinjuku-ku, Tokyo

  Hitachi Communication Technologies, Ltd.

  

Shinagawa-ku, Tokyo

  Hitachi Construction Machinery Co., Ltd.

  

Bunkyo-ku, Tokyo

  Hitachi Displays, Ltd.

  

Mobara, Chiba

  Hitachi Electronics Services Co., Ltd.

  

Yokohama, Kanagawa

  Hitachi Engineering Co., Ltd.

  

Hitachi, Ibaraki

  Hitachi Engineering & Services Co., Ltd.

  

Hitachi, Ibaraki

  Hitachi High-Technologies Corporation

  

Minato-ku, Tokyo

  Hitachi Home & Life Solutions, Inc.

  

Minato-ku, Tokyo

  Hitachi Industrial Equipment Systems Co., Ltd.

  

Chiyoda-ku, Tokyo

  Hitachi Industries Co., Ltd.

  

Adachi-ku, Tokyo

  Hitachi Information Systems, Ltd.

  

Shinagawa-ku, Tokyo

  Hitachi Insurance Services, Ltd.

  

Chiyoda-ku, Tokyo

  Hitachi Kiden Kogyo, Ltd.

  

Amagasaki, Hyogo

  Hitachi Life Corporation

  

Hitachi, Ibaraki

  Hitachi Maxell, Ltd.

  

Ibaraki, Osaka

  Hitachi Media Electronics Co., Ltd.

  

Oshu, Iwate

  Hitachi Medical Corporation

  

Chiyoda-ku, Tokyo

  Hitachi Metals, Ltd.

  

Minato-ku, Tokyo

  Hitachi Mobile Co., Ltd.

  

Shinagawa-ku, Tokyo

  Hitachi-Omron Terminal Solutions, Corp.

  

Shinagawa-ku, Tokyo

  Hitachi Plant Engineering & Construction Co., Ltd.

  

Chiyoda-ku, Tokyo

  Hitachi Software Engineering Co., Ltd.

  

Yokohama, Kanagawa

  Hitachi Systems & Services, Ltd.

  

Minato-ku, Tokyo

  Hitachi Transport System, Ltd.

  

Koto-ku, Tokyo

  Hitachi Via Mechanics, Ltd.

  

Ebina, Kanagawa

  Japan Servo Co., Ltd.

  

Chiyoda-ku, Tokyo

  Nikkyo Create, Ltd.

  

Chiyoda-ku, Tokyo

  Guangzhou Hitachi Elevator Co., Ltd.

  

China

  Hitachi America, Ltd.

  

U.S.A.

  Hitachi Asia Ltd.

  

Singapore

  Hitachi Automotive Products (USA), Inc.

  

U.S.A.

  Hitachi (China), Ltd.

  

China

  Hitachi Computer Products (America), Inc.

  

U.S.A.

  Hitachi Computer Products (Europe) S.A.S.

  

France

*Hitachi Data Systems Holding Corp.

  

U.S.A.

  Hitachi Electronic Devices (USA), Inc.

  

U.S.A.

  Hitachi Europe Ltd.

  

U.K.

*Hitachi Global Storage Technologies Netherlands B.V.

  

Netherlands

  Hitachi Home Electronics (America), Inc.

  

U.S.A.

  Hitachi Semiconductor Singapore Pte. Ltd.

  

Singapore

  Shanghai Hitachi Household Appliances Co., Ltd.

  

China

 

Note: The companies marked with * are holding companies; their major operating companies are located in the United States.

 

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Table of Contents

(12) Summary of Resolution of Board of Directors on Performance of Functions of Audit Committee

 

  (a) Board of Directors Office (the “Office”) shall be established as an organization devoted solely to supporting each Committee, including the Audit Committee, as well as the Board of Directors. The Office shall be staffed by three or more employees not subject to instructions or orders of Executive Officers. The Corporate Auditing and Legal & Corporate Communications departments shall also provide support to the Board of Directors and each Committee.

 

  (b) In order to ensure the independence of the Office personnel from the Executive Officers, the Audit Committee shall be informed in advance of planned transfers of the Office personnel and may request the Executive Officer in charge of human resources management to alter such plans, when necessary.

 

  (c) An Executive Officer or employee shall report without delay to Audit Committee members in connection with matters prescribed by law and the matters set forth below:

 

    the content of an Executive Officer’s decision regarding an important matter that will affect the Company as a whole,

 

    the result of an internal audit conducted by the responsible departments, and

 

    the status of reporting under the internal report system maintained by the Executive Officers.

 

  (d) Records regarding decisions of an Executive Officer shall be prepared and preserved in accordance with the Company’s regulations.

 

  (e) Each relevant department shall establish regulations and guidelines, conduct training, prepare and distribute manuals, and carry out other such measures with respect to risks associated with legal issues and compliance thereof, the environment, disasters, product quality, export control and other pertinent matters. When it becomes necessary to respond to a new risk, an Executive Officer shall be promptly appointed to deal with the issue. A system enabling employees to report directly to the Directors shall be established.

 

  (f) The business management system set forth below is to be used to continuously monitor risks arising in the course of business and to facilitate the efficient execution by Executive Officers of their responsibilities.

 

    The Senior Executive Committee comprising principal Executive Officers shall deliberate on important issues that affect the Company as a whole to facilitate the formulation of decisions based on the due consideration of the diverse factors coloring such issues.

 

    In order to boost market competitiveness through the committed pursuit of profitability and by setting clearly defined goals, numerical targets shall be set for the Company as a whole and each business group and incorporated into the fiscal budget. The targets shall be used as the reference base for performance management.

 

    Internal audits shall be conducted to monitor and identify the status of business operations and to facilitate improvements. In order to ensure strict compliance with its regulatory requirements, the Company has put in place a number of committees.

 

    The Audit Committee shall receive the audit plans of the accounting auditors in advance to facilitate the monitoring of the accounting auditors and ensure that these auditors are not influenced by Executive Officers. The prior approval of the Audit Committee shall be required with respect to the fees to the accounting auditors and non-audit services.

(13) Fees to the Company’s Accounting Auditors (Fiscal 2005)

 

     (Millions of yen)

Category

   Amount

Total fees by the Company and its subsidiaries

   1,138

Audit fees by the Company and its subsidiaries under Article 2, paragraph 1 of the Certified Public Accountants Law

   966

Audit fees by the Company (*)

   178

 

Note: The column marked with * includes fees for audits under applicable securities exchange laws.

(14) Common Stock (As of March 31, 2006)

 

Authorized

   10,000,000,000 shares

Issued

   3,368,126,056 shares

Capital Stock

   JPY282,033,991,613

Number of Shares per Unit

   1,000 shares
There was no issuance or cancellation of shares in fiscal 2005.

 

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Table of Contents

10 Largest Shareholders

 

Name

   Shareholder’s Equity in the
Company
   Number of
Shares Owned
   Ownership
     shares    %

NATS CUMCO

   292,793,700    8.69

State Street Bank and Trust Company

   202,063,693    6.00

The Master Trust Bank of Japan, Ltd.

   189,443,000    5.62

Japan Trustee Services Bank, Ltd.

   155,829,000    4.63

The Chase Manhattan Bank, N.A. London

   106,973,180    3.18

Nippon Life Insurance Company

   99,247,195    2.95

Hitachi Employees’ Shareholding Association

   91,732,952    2.72

The Dai-Ichi Mutual Life Insurance Company

   75,661,222    2.25

Trust & Custody Services Bank, Ltd.

   58,446,000    1.74

Meiji Yasuda Life Insurance Company

   49,044,818    1.46

 

Notes:   (1)   NATS CUMCO is the nominee name of the depositary bank, Citibank, N.A., for the aggregate of the Company’s American Depositary Receipts (ADRs) holders.
  (2)   The Company does not own shares of the above shareholders.

Shareholders Composition

 

Class of Shareholders

   Number of
Shareholders
  

Number of Shares Owned

(shares)

  

Ownership

(%)

Financial Institution and Securities Firm

   429    913,569,450    27.12

Individual

   402,325    994,827,301    29.54

Foreign Investor

   1,048    1,333,329,135    39.59

Other

   3,715    126,337,852    3.75

Government and Municipality

   5    62,318    0.00
              

            Total

   407,522    3,368,126,056    100.00
              

Repurchase, Disposition and Possession by the Company of Its Own Shares in Fiscal 2005

Repurchase

 

Class

  

Number of Shares

(shares)

  

Aggregate Purchase

Prices              (yen)

Common Stock

   1,440,676    1,058,719,373

 

Note:   During fiscal 2005, the Company did not repurchase any of its own shares pursuant to the resolution of the Board of Directors under Article 7 of the Company’s Articles of Incorporation.

Disposition

 

Class

  

Number of Shares

(shares)

  

Aggregate Disposition

Prices               (yen)

Common Stock

   708,603    487,162,696

Possession (As of March 31, 2006)

 

Class

  

Number of Shares

(shares)

Common Stock

   37,281,295

Repurchase of the Company’s Own Shares Resolved after the End of Fiscal 2005

At the meeting of the Board of Directors of the Company held on April 27, 2006, it was resolved pursuant to Article 7 of the Articles of Incorporation that the Company would, during the period from May 1 to May 31, 2006, repurchase its own shares, in an amount not exceeding 6.5 million shares and not exceeding an aggregate amount of JPY 5.0 billion.

 

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Table of Contents

(15) Stock Acquisition Rights

Issued Stock Acquisition Rights (As of March 31, 2006)

 

Category

  

Stock Acquisition Rights as Stock

Options

  

Stock Acquisition Rights as Bonds

with Stock Acquisition Rights

Number of Stock Acquisition Rights Issued    2,736    20,000
Class and Number of Shares to Be Issued upon Exercise of Stock Acquisition Rights   

2,736,000 shares of the Company’s common stock

(The number of shares to be issued upon exercise of each stock acquisition right shall be 1,000.)

   110,381,263 shares of the Company’s common stock
Issue Price of Stock Acquisition Rights    No consideration    No consideration

 

Notes:   (1)   The number of stock acquisition rights as stock options and number of shares to be issued upon exercise of stock acquisition rights excludes expired stock acquisition rights pursuant to the conditions for exercise of stock acquisition rights.
  (2)   The number of shares to be issued upon exercise of stock acquisition rights which were issued as bonds with stock acquisition rights is calculated based on the conversion price as of March 31, 2006.
  (3)   In addition to the stock acquisition rights shown above, the Company issues subscription rights for the purpose of granting stock options pursuant to Article 280-19.1 of the former Commercial Code of Japan. The number of shares to be issued upon exercise of these subscription rights is 430,000 shares of the Company’s common stock.

Stock Acquisition Rights Issued to Persons Other Than Shareholders with Special Favorable Conditions in Fiscal 2005

 

Name of Stock Acquisition Rights    Hitachi, Ltd. 4th Stock Acquisition Rights
Issue Date of Stock Acquisition Rights    July 28, 2005
Number of Stock Acquisition Rights Issued    1,201
Class and Number of Shares to Be Issued upon Exercise of Stock Acquisition Rights   

1,201,000 shares of the Company’s common stock

(The number of shares to be issued upon exercise of each stock acquisition right shall be 1,000.)

Issue Price of Stock Acquisition Rights    No consideration
Amount to Be Paid upon Exercise of Stock Acquisition Rights    JPY719 per share
Period during Which Stock Acquisition Rights May Be Exercised    From July 29, 2006 to July 28, 2009
Conditions for Exercise of Stock Acquisition Rights   

(1)    In the event a person holding the stock acquisition rights loses the position of Director, Executive Officer or employee of the Company, such person may exercise the stock acquisition rights only within the succeeding six months of such event. In the event of the death of the person, the stock acquisition rights expire immediately.

(2)    Other terms of exercising the stock acquisition rights shall be subject to the provisions in granting agreement between the Company and each qualified person.

Cancellation of Stock Acquisition Rights    The Company may acquire and cancel the stock acquisition rights at any time without consideration.
Special Favorable Conditions    The Company issued the stock acquisition rights without any consideration for granting stock options.

 

Note:   The issues of the stock acquisition rights shown above were resolved at the Board of Directors meeting on July 28, 2005, in accordance with the resolution at the 136th Ordinary General Meeting of Shareholders on June 24, 2005.

 

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Directors and Executive Officers to Whom Stock Acquisition Rights Were Allocated

 

Name

   Number of Stock
Acquisition Rights
  

Name

   Number of Stock
Acquisition Rights

Yoshiki Yagi

   30   

Shigeharu Mano

   15

Etsuhiko Shoyama

   30   

Gaku Suzuki

   15

Kotaro Muneoka

   30   

Kunihiko Ohnuma

   15

Takashi Miyoshi

   30   

Manabu Shinomoto

   15

Ginko Sato

   30   

Kazuhiro Tachibana

   15

Hiromichi Seya

   30   

Taiji Hasegawa

   15

Akira Chihaya

   30   

Junzo Kawakami

   15

Toshiro Nishimura

   30   

Kazuhiro Mori

   15

Isao Uchigasaki

   30   

Minoru Tsukada

   15

Takashi Kawamura

   30   

Masahiro Hayashi

   15

Yoshiro Kuwata

   30   

Makoto Ebata

   15

Hiroshi Kuwahara

   30   

Iwao Hara

   15

Masayoshi Hanabusa

   30   

Shozo Saito

   15

Ryuichi Seguchi

   30   

Yasuo Sakuta

   12

Isao Ono

   25   

Takao Suzuki

   12

Michiharu Nakamura

   25   

Koichiro Nishikawa

   12

Masaharu Sumikawa

   25      

Kazuo Furukawa

   25      

Hiroaki Nakanishi

   20      

Takashi Hatchoji

   20      

Takuya Tajima

   20      

Certain Employees etc. to Whom Stock Acquisition Rights Were Allocated (10 Largest)

 

Name

   Number of Stock
Acquisition Rights
  

Name

   Number of Stock
Acquisition Rights

Toshihiko Odaka

   15   

Masahiro Maeda

   15

Yoshiharu Obata

   15   

Isao Arimura

   10

Akira Tonomura

   15   

Kunio Ishida

   10

Jun Naruse

   15   

Shinjiro Iwata

   10

Hiroyuki Fukuyama

   15   

Masayoshi Ito

   10

Stock Acquisition Rights Issued to Certain Employees etc.

 

Category

   Number of Stock
Acquisition Rights
  

Class and Number of Shares

to Be Issued upon Exercise of

Stock Acquisition Rights

   Number of
Person

Employees of the Company

   390   

390,000 shares of the

Company’s common stock

   36

Directors and Executive Officers of the Company’s Affiliated Companies

   —      —      —  

Corporate Auditors and Audit Committee Members of the Company’s Affiliated Companies

   —      —      —  

Employees of the Company’s Affiliated Companies

   —      —      —  

 

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Table of Contents

2. Consolidated Balance Sheets

 

    

Fiscal 2005

(As of March 31, 2006)

   

Fiscal 2004

(As of March 31, 2005)

 
     (Millions of yen)  

(Assets)

    

Current assets

   5,512,805     5,338,835  

Cash and cash equivalents

   658,255     708,715  

Short-term investments

   162,756     146,568  

Trade receivables

    

Notes

   127,284     132,572  

Accounts

   2,303,397     2,065,194  

Investment in leases

   451,757     526,759  

Inventories

   1,262,308     1,198,955  

Other current assets

   547,048     560,072  

Investments and advances

   1,029,673     894,851  

Property, plant and equipment

   2,460,186     2,357,931  

Land

   435,961     436,308  

Buildings

   1,748,318     1,740,057  

Machinery and equipment

   5,522,253     5,222,157  

Construction in progress

   74,114     57,291  

Less accumulated depreciation

   (5,320,460 )   (5,097,882 )

Other assets

   1,018,531     1,144,630  

Total assets

   10,021,195     9,736,247  
            

(Liabilities)

    

Current liabilities

   4,121,451     4,064,546  

Short-term debt

   752,527     676,611  

Current installments of long-term debt

   248,028     506,863  

Trade payables

    

Notes

   68,599     62,855  

Accounts

   1,416,367     1,246,401  

Accrued expenses

   863,683     843,022  

Income taxes

   66,101     61,789  

Advances received

   277,887     247,586  

Other current liabilities

   428,259     419,419  

Long-term debt

   1,418,489     1,319,032  

Retirement and severance benefits

   827,669     1,033,005  

Other liabilities

   109,006     90,781  

Total liabilities

   6,476,615     6,507,364  

(Minority interests)

    

Minority interests

   1,036,807     921,052  

(Stockholders’ equity)

    

Common stock

   282,033     282,033  

Capital surplus

   561,484     565,360  

Legal reserve and retained earnings

   1,778,203     1,779,198  

Legal reserve

   111,005     110,214  

Retained earnings

   1,667,198     1,668,984  

Accumulated other comprehensive loss

   (95,997 )   (301,524 )

Treasury stock, at cost

   (17,950 )   (17,236 )

Total stockholders’ equity

   2,507,773     2,307,831  

Total liabilities, minority interests and stockholders’ equity

   10,021,195     9,736,247  
            

 

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Notes:

  (1) Basis of presentation
       The consolidated financial statements presented herein, under Article 179.1 of the Enforcement Regulations of the Commercial Code of Japan, have been prepared in a manner which is necessary to conform them with accounting principles generally accepted in the United States of America. However, under the above provision, some descriptions and notes required under the accounting principles generally accepted in the United States of America are omitted.
  (2) Inventories
       Finished goods, semi-finished goods and work-in-process: Lower of cost or market. Cost is determined by the specific identification method or the moving average method.
       Raw materials: Lower of cost or market. Cost is generally determined by the moving average method.
  (3) Investments in securities
       The Company accounts for investments in securities in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.”
       Held-to-maturity securities: Amortized cost.
       Trading securities: Fair value, with unrealized gains and losses included in earnings. Cost is determined by the moving average method.
       Available-for-sale securities: Fair value, with unrealized gains and losses reported in other comprehensive income. Cost is determined by the moving average method.
  (4) Depreciation of fixed assets
       Property, plant and equipment: Principally depreciated by the declining-balance method, except for some assets which are depreciated by the straight-line method.
       Selling, leasing, or otherwise marketing software: Depreciated based on expected gross revenues ratably.
       Software for internal use: Capitalized and amortized on a straight-line basis over their estimated useful lives.
  (5) The Company accounts for retirement and severance benefits in accordance with SFAS No. 87, “Employers’ Accounting for Pensions.” Unrecognized prior service benefit and cost, and unrecognized actuarial gain or loss are amortized using the straight-line method over the average remaining service period of active employees.
  (6) Consumption tax is accounted for based on the tax segregated method, under which consumption tax is excluded from presentation of revenues, cost of sales and expenses.
  (7) Goodwill and other intangible assets
       The Company accounts for goodwill and other intangible assets in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” Goodwill and intangible assets with indefinite useful lives are no longer amortized, but instead are tested for impairment at least annually in accordance with the provisions of this statement.
       Intangible assets with finite useful lives are amortized over their respective estimated useful lives and are tested for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”
  (8) The doubtful amount deducted from monetary receivables is JPY55,877 million.
  (9) Deferred tax assets included in “other current assets” and “other assets” are JPY281,347 million and JPY325,526 million, respectively. Deferred tax liabilities included in “other current liabilities” and “other liabilities” are JPY2,390 million and JPY37,889 million, respectively.
  (10) Accumulated other comprehensive loss of JPY95,997 million includes: loss on foreign currency exchange adjustments of JPY43,426 million, loss on minimum pension liability adjustments of JPY145,903 million, net unrealized holding gain on available-for-sale securities of JPY92,626 million and net losses on derivatives of JPY706 million.
  (11) Collateralized assets: Cash and cash equivalents of JPY102 million, other current assets of JPY68 million, investments and advances of JPY186 million, land of JPY6,134 million, buildings of JPY6,405 million and machinery and equipment of JPY7,849 million.
  (12) Notes discounted              JPY4,478 million
       Notes endorsed                 JPY6,433 million
       Guarantees                  JPY527,7230 million

 

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3. Consolidated Statements of Operations

 

     Years ended March 31
     2006    2005
     (Millions of yen)

Revenues

   9,464,801    9,027,043

Cost of sales

   7,387,744    6,961,270
         

Gross profit

   2,077,057    2,065,773

Selling, general and administrative expenses

   1,821,045    1,786,718
         

Operating income

   256,012    279,055

Other income

   87,593    86,408

Interest income

   18,170    13,413

Dividends income

   6,421    5,971

Other

   63,002    67,024

Other deductions

   68,741    100,957

Interest charges

   33,265    29,057

Impairment losses for long-lived assets

   27,408    26,797

Restructuring charges

   4,429    33,307

Other

   3,639    11,796
         

Income before income taxes and minority interests

   274,864    264,506

Income taxes

   154,348    149,990
         

Income before minority interests

   120,516    114,516

Minority interests

   83,196    63,020
         

Net income

   37,320    51,496
         

Notes:

  (1) Income taxes of JPY154,348 million includes current tax expense of JPY120,533 million and deferred tax expense of JPY33,815 million.
  (2) Net income per share JPY11.20

 

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4. Consolidated Statements of Cash Flows (Supplementary Information)

 

     Years ended March 31  
     2006     2005  
     (Millions of yen)  

1. Cash flows from operating activities

    

Net income

   37,320     51,496  

Adjustments to reconcile net income to net cash provided by operating activities

    

Depreciation

   451,170     425,080  

Deferred income taxes

   33,815     45,310  

Loss on disposal of rental assets and other property

   8,983     15,202  

(Increase) Decrease in receivables

   (94,078 )   103,246  

Increase in inventories

   (107,069 )   (95,191 )

Increase (Decrease) in payables

   107,271     (53,785 )

Other

   253,463     73,998  
            

Net cash provided by operating activities

   690,875     565,356  

2. Cash flows from investing activities

    

Decrease in short-term investments

   1,104     47,179  

Capital expenditures

   (382,386 )   (368,896 )

Purchase of rental assets, net

   (433,364 )   (443,570 )

Proceeds from sale of investments and subsidiaries’ common stock, net

   32,074     51,221  

Collection of investment in leases

   419,956     301,614  

Other

   (138,746 )   (114,536 )
            

Net cash used in investing activities

   (501,362 )   (526,988 )

3. Cash flows from financing activities

    

Decrease in interest-bearing debt

   (203,835 )   (39,166 )

Dividends paid to stockholders

   (36,509 )   (34,815 )

Dividends paid to minority stockholders of subsidiaries

   (17,591 )   (16,671 )

Other

   (3,703 )   (8,777 )
            

Net cash used in financing activities

   (261,638 )   (99,429 )

4. Effect of exchange rate changes on cash and cash equivalents

   21,665     5,380  
            

5. Net decrease in cash and cash equivalents

   (50,460 )   (55,681 )

6. Cash and cash equivalents at beginning of year

   708,715     764,396  
            

7. Cash and cash equivalents at end of year

   658,255     708,715  
            

 

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5. Unconsolidated Balance Sheets

 

    

Fiscal 2005

(As of March 31, 2006)

   

Fiscal 2004

(As of March 31, 2005)

 
     (Millions of yen)  
(ASSETS)     

CURRENT ASSETS

   1,850,334     1,860,523  

Cash

   131,808     195,463  

Notes receivable

   7,529     8,500  

Accounts receivable

   692,930     654,044  

Marketable securities

   686     6,218  

Money held in trust

   86,724     64,592  

Finished goods

   44,076     41,035  

Semi-finished goods

   44,732     52,387  

Raw materials

   35,661     34,766  

Work in process

   161,226     154,685  

Advances paid

   29,819     36,121  

Short-term loan receivables

   373,257     356,508  

Deferred tax assets

   106,769     109,698  

Others

   140,024     154,268  

Allowance for doubtful receivables

   (4,913 )   (7,768 )

FIXED ASSETS

   1,983,935     1,891,998  

Tangible fixed assets

   347,479     333,804  

Buildings

   122,274     124,920  

Structures

   12,536     13,129  

Machinery

   104,692     95,377  

Vehicles

   280     244  

Tools and equipment

   58,546     55,791  

Land

   45,001     41,232  

Construction in progress

   4,145     3,107  

Intangible fixed assets

   172,368     185,575  

Software

   94,427     101,523  

Railway and public utility installation

   675     705  

Others

   77,266     83,346  

Investments and others

   1,464,087     1,372,618  

Investments in affiliated companies

   1,066,674     1,072,717  

Other marketable securities of affiliated companies

   474     287  

Investments in securities

   277,402     162,794  

Long-term loan receivables

   16,075     7,551  

Deferred tax assets

   70,454     96,883  

Others

   33,014     32,393  

Allowance for doubtful receivables

   (8 )   (10 )
            

TOTAL ASSETS

   3,834,270     3,752,522  

 

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Table of Contents
   

Fiscal 2005

(As of March 31, 2006)

   

Fiscal 2004

(As of March 31, 2005)

 
    (Millions of yen)  
(LIABILITIES)    

CURRENT LIABILITIES

  1,720,326     1,776,593  

Trade accounts payable

  632,634     619,376  

Short-term debt

  26,936     26,331  

Commercial paper

  80,000     30,000  

Current installments of debentures

  —       200,000  

Other accounts payable

  65,912     58,971  

Accrued expenses

  181,827     191,164  

Advances received from customers

  181,978     143,222  

Deposits received

  524,388     473,112  

Warranty reserve

  15,860     17,392  

Reserve for exhibition at The 2005 World Exposition, Aichi, Japan

  —       2,685  

Others

  10,787     14,338  

NONCURRENT LIABILITIES

  708,713     610,272  

Debentures

  290,000     190,000  

Long-term debt

  224,188     224,533  

Accrued pension liability

  165,580     158,539  

Reserve for loss on repurchasing computers

  9,958     12,949  

Others

  18,985     24,250  

TOTAL LIABILITIES

  2,429,039     2,386,866  
(STOCKHOLDERS’ EQUITY)    

CAPITAL STOCK

  282,033     282,033  

CAPITAL SURPLUS

  281,758     281,644  

Capital reserve

  268,709     268,709  

Others

  13,048     12,934  

Gain on disposition of treasury stock

  13,048     12,934  

RETAINED EARNINGS

  784,844     784,484  

Earned surplus reserve

  70,438     70,438  

Voluntary reserve

  658,500     684,491  

Reserve for software program development

  20,281     25,708  

Reserve for special depreciation

  534     792  

Reserve for advanced depreciation of fixed assets

  —       304  

Special reserve

  637,685     657,685  

Unappropriated retained earnings

  55,905     29,554  

UNREALIZED HOLDING GAINS ON SECURITIES

  76,394     36,607  

TREASURY STOCK

  (19,800 )   (19,114 )

TOTAL STOCKHOLDERS’ EQUITY

  1,405,230     1,365,655  
           

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  3,834,270     3,752,522  

 

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Notes:

  (1) Inventories Finished goods, semi-finished goods and work in process: Lower of cost or market. Cost is determined by the specific identification method or the moving average method.
       Raw materials: Lower of cost or market. Cost is determined by the moving average method.
  (2) Securities and money held in trust
       Investments in affiliated companies are stated at cost. Cost is determined by the moving average method. Other securities which had readily determinable fair values are stated at fair value. The difference between acquisition cost and carrying cost of other securities is recognized in “Unrealized Holding Gains On Securities.” The cost of other securities sold is computed based on a moving average method. Other securities which did not have readily determinable fair values are stated at cost determined by the moving average method.
       Money held in trust is stated at fair value.
  (3) Depreciation of tangible fixed assets
       Buildings: Straight-line method. Other tangible fixed assets: Declining-balance method.
       Accumulated depreciation of tangible fixed assets: JPY964,715 million
  (4) Depreciation of intangible fixed assets
       Selling, leasing, or otherwise marketing software: Depreciated based on expected gross revenues ratably.
       Other intangible fixed assets: Straight-line method.
  (5) Accrued pension liability is provided for employees’ retirement and severance benefits. Such liability is determined based on projected benefit obligation and expected plan assets as of March 31, 2006.
       Unrecognized net assets at transition transferred on October 1, 2004, when the Company merged Hitachi Unisia Automotive, Ltd., are amortized by straight-line method over 15 years.
       Prior service cost is amortized by the straight-line method over the estimated average remaining service years of employees.
       Unrecognized actuarial gain or loss is amortized by the straight-line method over the estimated average remaining service years of employees from the next fiscal year.
  (6) Consumption tax is accounted for based on the tax segregated method, under which consumption tax is excluded from presentation of sales, cost of sales and expenses.

(7)

     Short-term receivables from affiliated companies       JPY756,392 million
     Long-term receivables from affiliated companies         JPY17,733 million
     Short-term payables to affiliated companies    JPY1,018,908 million
     Long-term payables to affiliated companies           JPY2,800 million
  (8) The difference between acquisition cost and carrying cost of other securities in “Total Stockholders’ Equity,” under Article 124.3 of the Enforcement Regulations of the Commercial Code of Japan, amounted to JPY80,886 million.
  (9) Rights to subscribe for new shares of the Company under Article 280-19.1 of the former Commercial Code of Japan

 

Class   Number of shares to be issued   Issue price per share   Issue period
Common Stock   430,000 shares   JPY1,270   8/4/2002 – 8/3/2006
  (10) In addition to the capitalized fixed assets, as significant equipment, the Company utilizes application software and computer manufacturing equipment under the lease arrangements.
  (11) Collateralized assets: Investments in affiliated companies        JPY27 million
  (12) Guarantees        JPY48,652 million

 

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6. Unconsolidated Statements of Operations

 

     Years ended March 31  
     2006     2005  
     (Millions of yen)  

Revenues

   2,713,331     2,597,496  

Cost of sales

   2,174,910     2,096,204  
            

Gross profit on sales

   538,420     501,292  

Selling, general and administrative expenses

   537,365     506,986  
            

Operating income (loss)

   1,054     (5,694 )

Non-operating income

   98,121     87,863  

Interest and dividends

   80,302     77,422  

Others

   17,819     10,441  

Non-operating expenses

   56,484     59,886  

Interest

   10,484     11,007  

Others

   46,000     48,878  
            

Ordinary income

   42,691     22,282  

Extraordinary gain

   57,415     63,140  

Gain on sale of affiliated companies’ common stock

   27,148     41,874  

Gain on sale of investments in securities

   18,618     11,895  

Gain on sale of real property

   11,648     —    

Gain on sale of land

   —       9,369  

Extraordinary loss

   63,139     66,140  

Impairment loss on affiliated companies’ common stock and investments

   56,433     —    

Extraordinary loss on restructuring charges

   3,829     46,258  

Loss on impairment of assets

   2,876     19,882  
            

Net income before income taxes

   36,966     19,281  

Income taxes

    

Current

   (2,258 )   (6,961 )

Deferred

   2,220     15,898  
            

Net income

   37,005     10,344  

Unappropriated retained earnings at the beginning of the period

   37,221     37,348  

Interim dividends paid

   18,321     18,138  
            

Unappropriated retained earnings at the end of the period

   55,905     29,554  
            

 

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Table of Contents

Notes:

  (1) Extraordinary loss on restructuring charges of JPY3,829 million relates mainly to restructuring of affiliated companies.
  (2) Loss on impairment of assets
  (i) Summary of long-lived assets on which impairment loss is recognized.

 

Use

    

Category

    

Location

Long-lived assets to be held and used      Tools and equipment, software, other intangible fixed assets, etc.     

Hadano, Kanagawa

Totsuka-ku, Yokohama

Other

  (ii) Reason to recognize loss on impairment of assets
       The Company recognized the impairment loss because irrecoverable amounts for investments in above long-lived assets to be held and used are estimated due to the realignment of products portfolio and declining of profitability.
  (iii) Amount of impairment loss
       Because irrecoverable amounts are estimated for the above long-lived assets to be held and used, the amount of book value of them are decreased until the amount of memorandum value and such amount of decrease is recognized as impairment loss.
       The detail of the amount of impairment loss is as follows.

 

Machinery

        JPY440 million

Tools and equipment

    

   JPY660 million

Software

    

   JPY602 million

Other intangible fixed assets

    

JPY1,014 million

Other

    

   JPY158 million

Total

    

JPY2,876 million

  (iv) Method of grouping long-lived assets
       Grouping of assets are principally based on either division or place of business.

 

(3)

   Sales to affiliated companies         JPY897,518 million
   Purchases from affiliated companies      JPY1,611,996 million
   Non-operating transactions with affiliated companies         JPY149,437 million

(4)

   Net income per share         JPY11.11     

 

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7. Appropriation of Retained Earnings

Appropriation of Retained Earnings

 

     Yen

Unappropriated retained earnings at the end of the period

   55,905,152,143

Reversal of reserve for software program development

   5,418,833,303

Reversal of reserve for special depreciation

   221,824,094

Total

   61,545,809,540

Unappropriated retained earnings disposed of:

  

Cash dividends (JPY5.50 per share)

   18,319,646,186

Special reserve

   6,000,000,000

Unappropriated retained earnings carried forward to the following period

   37,226,163,354

Notes:

(1) The amount of cash dividends is calculated after deducting 37,281,295 shares of treasury stock.
(2) Reserve for software program development and reserve for special depreciation are made in accordance with the Special Taxation Measurement Law.

Policy and Reasons of Appropriation of Retained Earnings

Hitachi sets dividends by taking into consideration a range of factors, including its financial condition, results of operations and payout ratio. This policy is motivated by the desire to ensure the availability of sufficient internal funds for making investments in plant and equipment and R&D that are essential for maintaining competitiveness and improving profitability based on medium- and long-term plans, as well as to ensure the stable growth of dividends. Hitachi has adopted a flexible stance toward supplementing dividends with the repurchase of its own shares, taking its business plans and financial condition, market conditions and other factors into consideration in this respect. In addition, Hitachi will repurchase its own shares on an ongoing basis in order to implement a flexible capital strategy, including business restructuring, to maximize shareholder value.

For the 137th business term, although unconsolidated basis net income improved compared to the preceding fiscal year, it does not get to sufficient level yet. Therefore, in order to reserve funds for investments in plant and equipment and R&D which is necessary for the Company’s business and in order to maintain the equity ratio to the targeted level, the Company decided to pay the year-end dividend of 5.5 yen per share, the same as the preceding year, taking into account various factors including its financial position, profit level and payout ratio, etc.

The Company paid the interim dividend of 5.5 yen per share on December 1, 2005.

 

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8. Transcript of Accounting Auditors’ Audit Report on Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

May 17, 2006

 

To Mr. Kazuo Furukawa, President

Hitachi, Ltd.

Ernst & Young ShinNihon

Shitei Shain

Gyomu Shikko Shain    CPA    Hideo Doi

Shitei Shain

Gyomu Shikko Shain    CPA    Naomitsu Hirayama

Shitei Shain

Gyomu Shikko Shain    CPA    Satoshi Fukui

We have audited the consolidated balance sheet and the consolidated statement of operations of Hitachi, Ltd. for the 137th business year ended March 31, 2006 for the purpose of reporting under Article 21-32, paragraph 2 of the Law for Special Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha. Management of the Company is responsible for preparing such consolidated financial statements and our responsibility is to express our opinion thereon from an independent standpoint.

Our audit was conducted in accordance with auditing standards generally accepted in Japan. The auditing standards require us to obtain reasonable assurance whether any material misstatement exists in the consolidated financial statements or not. Our audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. Our audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We consider that as a result of our audit, we have obtained reasonable basis for expressing our opinion. The auditing procedures also include those considered necessary for the subsidiaries.

In our opinion, the above consolidated financial statements fairly present the financial position and the results of operations of the Company and its consolidated subsidiaries in conformity with related laws, regulations and the Articles of Incorporation of the Company.

We have no interest in the Company which should be disclosed pursuant to the provision of the Certified Public Accountants Law.

 

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9. Transcript of Audit Committee’s Audit Report on Consolidated Financial Statements

AUDIT REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

We, the Audit Committee of the Company, audited the consolidated balance sheet and the consolidated statement of operations of the Company (hereinafter referred to as the “Consolidated Financial Statements”) during the 137th business term from April 1, 2005 to March 31, 2006. As a result, we hereby report as follows:

1. Method of Audit in Outline

We monitored and examined, in accordance with the audit policy, assignment of audit duties, etc., as determined by the Audit Committee, the Consolidated Financial Statements, by receiving reports or hearing from the Executive Officers, etc. and from the Company’s Accounting Auditors.

2. Result of Audit

We are of the opinion that the method and results of the audit made by the Company’s Accounting Auditors, Ernst & Young ShinNihon, are appropriate.

May 18, 2006

 

Audit Committee, Hitachi, Ltd.

Yoshiki Yagi (Standing)

Kotaro Muneoka (Standing)

Ginko Sato

Hiromichi Seya

Toshiro Nishimura

 

Note:   Ms. Ginko Sato, Mr. Hiromichi Seya and Mr. Toshiro Nishimura are outside Directors who fulfill the qualification requirements as provided for in the proviso clause of Article 21-8.4 of the Law for Special Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha (hereinafter referred to as the “Special Exceptions Law”)

 

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10. Transcript of Accounting Auditors’ Audit Report on Unconsolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

May 17, 2006

 

To Mr. Kazuo Furukawa, President

Hitachi, Ltd.

Ernst & Young ShinNihon

Shitei Shain

Gyomu Shikko Shain    CPA    Hideo Doi

Shitei Shain

Gyomu Shikko Shain    CPA    Naomitsu Hirayama

Shitei Shain

Gyomu Shikko Shain    CPA    Satoshi Fukui

We have audited the balance sheet, the statement of operations, the business report, the statement of proposed appropriation of retained earnings, and the related schedules of Hitachi, Ltd. for the 137th business year ended March 31, 2006 for the purpose of reporting under Article 21-26, paragraph 4 of the Law for Special Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha. With respect to the aforementioned business report and the supporting schedules, our audit was limited to those matters based on the accounting records of the Company and subsidiaries. Management of the Company is responsible for preparing such financial statements and their supporting schedules and our responsibility is to express our opinions thereon from an independent standpoint.

Our audit was conducted in accordance with auditing standards generally accepted in Japan. The auditing standards require us to obtain reasonable assurance whether any material misstatement exists in the financial statements and their supporting schedules or not. Our audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We consider that as a result of our audit, we have obtained reasonable basis for expressing our opinions. The auditing procedures also include those considered necessary for the subsidiaries.

In our opinion,

 

  (1) the balance sheet and the statement of operations fairly present the financial position and the results of operations of the Company in conformity with related laws, regulations and the Articles of Incorporation of the Company,

 

  (2) the business report, as far as the accounting data included such report are concerned, presents fairly the status of the Company in conformity with related laws, regulations and the Articles of Incorporation of the Company,

 

  (3) the statement of proposed appropriation of retained earnings has been prepared in conformity with related laws, regulations and the Articles of Incorporation of the Company, and

 

  (4) the supporting schedules, as far as the accounting data included in such schedules are concerned, have nothing to be pointed out pursuant to the provisions of the Commercial Code.

We have no interest in the Company which should be disclosed pursuant to the provision of the Certified Public Accountants Law.

 

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11. Transcript of Audit Committee’s Audit Report on Unconsolidated Financial Statements

AUDIT REPORT

We, the Audit Committee of the Company, audited the performance by Directors and Executive Officers of their duties during the 137th business term from April 1, 2005 to March 31, 2006. As a result, we hereby report as follows:

 

1. Method of Audit in Outline

We monitored and examined the contents of the resolutions of the Board of Directors concerning the matters as listed in Article 21-7, paragraph 1, item 2 of the “Law Concerning Special Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha” (hereinafter referred to as the “Special Exceptions Law”) and Article 193 of the Enforcement Regulations of the Commercial Code of Japan and the system in general concerning the internal control of the Company established thereunder, and in accordance with the audit policy, assignment of audit duties, etc., as determined by the Audit Committee and in collaboration with the relevant departments, attended important meetings, received reports or heard from the Directors, Executive Officers, etc. on matters concerning the execution of their duties, inspected important decision documents, etc., made investigation into the state of activities and property at the head office and principal business offices of the Company, and received reports or heard from the subsidiaries on their business operations and made investigation into the state of their activities and property when necessary. In addition, we received from the Company’s Accounting Auditors reports on and accounts of their audit and examined the financial statements and the supporting schedules based on such reports and accounts.

With respect to competitive transactions by Directors or Executive Officers, transactions involving conflicting interests between Directors or Executive Officers and the Company, gratuitous offering of proprietary profits by the Company, transactions not customary in nature between the Company and its subsidiaries or shareholders, acquisition and disposition by the Company of its shares, etc., we, in addition to the aforementioned method of audit, required Directors or Executive Officers, etc. to render reports on and made a full investigation into the state of any transaction in question, whenever necessary.

 

2. Results of Audit

We are of the opinion:

 

(1) that the contents of the resolutions of the Board of Directors concerning the matters as listed in Article 21-7, paragraph 1, item 2 of the Special Exceptions Law and Article 193 of the Enforcement Regulations of the Commercial Code of Japan are appropriate;

 

(2) that the method and results of the audit made by the Company’s Accounting Auditors, Ernst & Young ShinNihon are proper;

 

(3) that the business report fairly presents the state of the Company in accordance with the law, regulations and the Articles of Incorporation;

 

(4) that the proposition relating to the appropriation of retained earnings has nothing to be pointed out in the light of the state of property of the Company and other circumstances;

 

(5) that the supporting schedules fairly present the matters to be stated therein and contain nothing to be pointed out; and

 

(6) that in connection with the performance by Directors or Executive Officers of their duties, including the subsidiaries’ affairs, no dishonest act or material fact of violation of laws, regulations or the Articles of Incorporation exists.

With respect to competitive transactions by Directors or Executive Officers, transactions involving conflicting interests between Directors or Executive Officers and the Company, gratuitous offering of proprietary profits by the Company, transactions not customary in nature between the Company and its subsidiaries or shareholders, acquisition and disposition by the Company of its shares, etc., we find no breach by Directors and Executive Officers of their duties.

May 18, 2006

 

Audit Committee, Hitachi, Ltd.

Yoshiki Yagi (Standing)

Kotaro Muneoka (Standing)

Ginko Sato

Hiromichi Seya

Toshiro Nishimura

 

Note:   Ms. Ginko Sato, Mr. Hiromichi Seya and Mr. Toshiro Nishimura are outside Directors who fulfill the qualification requirements as provided for in the proviso clause of Article 21-8.4 of the Special Exceptions Law.

 

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(Supplementary Information on Consolidated Basis)

Percentage to Total Revenues by Industry Segment

 

     Year ended March, 31, 2006  
     Revenues  

Information & Telecommunication Systems

   21 %

Electronic Devices

   11  

Power & Industrial Systems

   25  

Digital Media & Consumer Products

   12  

High Functional Materials & Components

   15  

Logistics, Services & Others

   11  

Financial Services

   5  

Total

   100 %
      

 

Note:   The calculation of the percentage to total revenues by industry segment is on the basis including intersegment transactions and excluding corporate items and eliminations.

Revenues by Market

 

     Years ended March 31  
     2005(A)    2006(B)     (B) / (A)  
     (Billions of yen)    Percentage
to total
       

Domestic revenues

   5,749.6    5,825.1    62 %   101 %

Overseas revenues

          

Asia

   1,406.8    1,619.2    17     115  

North America

   901.8    968.9    10     107  

Europe

   709.7    748.4    8     105  

Other Areas

   258.9    302.9    3     117  

Subtotal

   3,277.4    3,639.6    38     111  
                  

Total

   9,027.0    9,464.8    100     105  
                  

Five-Year Summary

 

     Years ended March 31  
     2002     2003     2004     2005     2006  
     (Billions of yen)  

Overseas revenues

   2,549.1     2,645.2     2,977.5     3,277.4     3,639.6  

Percentage to total revenues

   32 %   32 %   34 %   36 %   38 %

Capital investment (excluding leasing assets)

   414.1     328.4     296.1     382.1     397.4  

Capital investment (leasing assets)

   442.1     459.0     520.3     577.4     557.2  

R&D expenditure

   415.4     377.1     371.8     388.6     405.0  

Stockholders’ equity per share (yen)

   690     551     657     693     753  

Return on equity

   -18.7 %   1.3 %   0.8 %   2.3 %   1.5 %

 

Note:   The calculation of the return on equity is based on the average of the stockholders’ equity at the beginning and at the end of each fiscal year.

 

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(Translation)

Hitachi, Ltd.

6-6, Marunouchi 1-chome

Chiyoda-ku, Tokyo

June 27, 2006

Report on the Matters Reported and Resolutions Adopted

at the 137th Ordinary General Meeting of Shareholders

Dear Shareholders:

We take pleasure in informing you that the following items were reported and resolved, respectively, at our 137th Ordinary General Meeting of Shareholders held today.

Reporting Matters

 

  (1) Report on the Business Report, the Statement of Operations and the Appropriation of Retained Earnings for the 137th Business Term (from April 1, 2005 to March 31, 2006), the Balance Sheet as of March 31, 2006 and the repurchase of the Company’s own shares

 

  (2) Report on the Consolidated Balance Sheet as of March 31, 2006, the Consolidated Statement of Operations for the 137th Business Term (from April 1, 2005 to March 31, 2006), and the results of the audit on the Consolidated Financial Statements by the Accounting Auditors and the Audit Committee

The above Financial Statements, the Consolidated Financial Statements and the results of the audit on the Consolidated Financial Statements were reported.

The Company reported that it was decided to pay a dividend of 5.5 yen per share based on its policy on appropriation of retained earnings in light of the Company’s business results, financial conditions, profit level, dividend payout ratio and other relevant factors.

Matters to Be Resolved

Item No. 1 Amendment to the Articles of Incorporation

It was approved as proposed and the Articles of Incorporation of the Company was amended such as:

 

  (1) Less-than-one-unit shareholders hold only rights of receiving economic benefit such as receiving distribution of surplus;

 

  (2) The Company may post reference documents and other relevant information for the General Meetings of Shareholders to its website;

 

  (3) Each proxy chosen to exercise voting rights shall be an individual;

 

  (4) Matters that require resolutions in a meeting of the Board of Directors may be resolved without holding a meeting if all Directors express unanimous consent on such matters; and

 

  (5) The term of office of Executive Officers shall expire on the last day of the business year.

In addition, modifications were made in accordance with the enactment of the Company Law (Law No. 86-2005) and relevant laws and regulations such as amendment of provisions, change in reference to statutory provisions and change in wording.


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Item No. 2 Election of 14 Directors due to expiration of the term of office of all Directors

These following persons were re-elected and assumed their offices forthwith.

Yoshiki Yagi

Etsuhiko Shoyama

Takashi Miyoshi

Ginko Sato

Hiromichi Seya

Akira Chihaya

Isao Uchigasaki

Takashi Kawamura

Yoshiro Kuwata

Masayoshi Hanabusa

Ryuichi Seguchi

The following persons were newly elected and assumed their offices forthwith.

Kazuo Furukawa

Tadamichi Sakiyama

Tohru Motobayashi

Very truly yours,

Kazuo Furukawa

President


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NOTICE

At the Company’s Board of Directors meeting held after the 137th Ordinary General Meeting of Shareholders, Board Director (Chair) was elected and the members of the Nominating Committee, the Audit Committee and the Compensation Committee were appointed as follows. Executive Officers are as follows.

Board of Directors

 

Board Director (Chair)       

Yoshiki Yagi

 

Director    *  

Etsuhiko Shoyama

 

Director    *  

Kazuo Furukawa

 

Director       

Tadamichi Sakiyama

 

Director    *  

Takashi Miyoshi

 

Director    **  

Ginko Sato

 

Director    **  

Hiromichi Seya

 

Director    **  

Akira Chihaya

 

Director    **  

Tohru Motobayashi

 

Director       

Isao Uchigasaki

 

Director       

Takashi Kawamura

 

Director       

Yoshiro Kuwata

 

Director       

Masayoshi Hanabusa

 

Director       

Ryuichi Seguchi

 

The Directors marked with * concurrently hold the position of Executive Officers. The Directors marked with ** are outside Directors who fulfill the qualification requirements as provided for in Article 2 item 15 of the Company Law. Members of each committee are as follows.

 

Nominating Committee:   Etsuhiko Shoyama, Ginko Sato, Hiromichi Seya, Tohru Motobayashi, Masayoshi Hanabusa (Chair)
Audit Committee:   Yoshiki Yagi (Chair), Tadamichi Sakiyama, Ginko Sato, Hiromichi Seya, Akira Chihaya
Compensation Committee:   Kazuo Furukawa, Hiromichi Seya, Akira Chihaya, Tohru Motobayashi, Masayoshi Hanabusa (Chair)

Executive Officers

 

Representative Executive Officer

Chairman

   Etsuhiko Shoyama

Representative Executive Officer

President

   Kazuo Furukawa

Representative Executive Officer

Executive Vice President and Executive Officer

   Michiharu Nakamura
Executive Vice President and Executive Officer   

Hiroaki Nakanishi

 

Representative Executive Officer

Executive Vice President and Executive Officer

   Takashi Hatchoji

Representative Executive Officer

Executive Vice President and Executive Officer

   Takashi Miyoshi

Representative Executive Officer

Senior Vice President and Executive Officer

   Tadahiko Ishigaki
Senior Vice President and Executive Officer   

Kunihiko Ohnuma

 

Senior Vice President and Executive Officer   

Manabu Shinomoto

 

Senior Vice President and Executive Officer   

Taiji Hasegawa

 

Senior Vice President and Executive Officer   

Kazuhiro Mori

 

Senior Vice President and Executive Officer   

Shozo Saito

 

Senior Vice President and Executive Officer   

Junzo Kawakami

 

Senior Vice President and Executive Officer   

Minoru Tsukada

 

Vice President and Executive Officer   

Akira Maru

 

Vice President and Executive Officer   

Gaku Suzuki

 

Vice President and Executive Officer   

Naoya Takahashi

 

Vice President and Executive Officer   

Junzo Nakajima

 

Vice President and Executive Officer   

Kazuhiro Tachibana

 

Vice President and Executive Officer   

Makoto Ebata

 

Vice President and Executive Officer   

Masahiro Hayashi

 

Vice President and Executive Officer   

Koichiro Nishikawa

 

Vice President and Executive Officer   

Shinjiro Kasai

 

Vice President and Executive Officer   

Hiroyuki Fukuyama

 

 

Note: The responsibilities of each Executive Officer are stated in the Business Report for the 137th business term (http://www.hitachi.co.jp/IR/report/business/index.html).