FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2003 Commission File Number 1-8320 ------ Hitachi, Ltd. ------------- (Translation of registrant's name into English) 6, Kanda-Surugadai 4-chome, Chiyoda-ku, Tokyo 101-8010, Japan ------------------------------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F _________ --------- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ________ No x ------- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________ This report on Form 6-K contains the following: 1. Consolidated financial statements for the first half of the fiscal year ending March 31, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Hitachi, Ltd. ------------------------------------- (Registrant) Date January 7, 2004 By /s/ Takashi Hatchoji ------------------------ ------------------------------------- Takashi Hatchoji Vice President and Executive Officer HITACHI, LTD. AND SUBSIDIARIES Consolidated Financial Statements and Segment Information Six months ended September 30, 2003 HITACHI CONSOLIDATED BALANCE SHEETS Hitachi, Ltd. and Subsidiaries September 30, 2003 and March 31, 2003 Thousands of Millions of yen U.S. dollars (note 2) ------------------------------ ---------------------- September 30, March 31, September 30, Assets 2003 2003 2003 ---------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents 709,084 828,171 6,388,144 Short-term investments (note 3) 254,178 186,972 2,289,892 Trade receivables, net of allowance for doubtful receivables and unearned income- September 30, 2003 JPY 41,973 million ($378,135 thousand); March 31, 2003 JPY 40,520 million: Notes (note 6) 153,017 153,587 1,378,532 Accounts (note 6) 1,828,942 1,903,640 16,476,955 Inventories (note 4) 1,187,133 1,187,529 10,694,892 Deferred income tax assets (current) 296,391 274,865 2,670,189 Prepaid expenses and other current assets 248,138 221,625 2,235,478 Investment in leases (note 6) 455,485 437,076 4,103,468 Investments and advances, including affiliated companies (note 3) 877,763 726,442 7,907,775 Property, plant and equipment (note 5): Land 433,302 445,283 3,903,622 Buildings 1,699,508 1,838,853 15,310,883 Machinery and equipment 4,901,036 5,709,409 44,153,477 Construction in progress 54,208 67,909 488,360 --------------- --------------- ----------------- 7,088,054 8,061,454 63,856,342 Less accumulated depreciation 4,749,008 5,460,404 42,783,856 --------------- --------------- ----------------- Net property, plant and equipment 2,339,046 2,601,050 21,072,486 --------------- --------------- ----------------- Deferred income tax assets (non-current) 878,533 976,368 7,914,711 Other assets (note 7) 656,763 682,064 5,916,784 --------------- --------------- ----------------- 9,884,473 10,179,389 89,049,306 =============== =============== ================= See accompanying notes to consolidated financial statements. Thousands of Millions of yen U.S. dollars (note 2) ---------------------------------- ----------------------- September 30, March 31, September 30, Liabilities and Stockholders' Equity 2003 2003 2003 ------------------------------------------------------------------------------------------------------------------------------- Short-term debt 736,583 825,860 6,635,883 Current installments of long-term debt 620,573 502,586 5,590,748 Trade payables: Notes 62,569 71,934 563,685 Accounts 1,072,833 1,140,130 9,665,162 Accrued expenses 774,847 799,211 6,980,604 Income taxes 75,908 54,091 683,856 Advances received 251,287 252,861 2,263,847 Deferred income tax liabilities (current) 3,022 5,454 27,225 Other current liabilities 335,465 353,101 3,022,207 Long-term debt 1,345,461 1,512,152 12,121,270 Retirement and severance benefits 1,909,242 1,932,646 17,200,378 Deferred income tax liabilities (non-current) 13,564 12,489 122,198 Other liabilities 107,462 112,084 968,126 --------------- ---------------- --------------------- Total liabilities 7,308,816 7,574,599 65,845,189 --------------- ---------------- --------------------- Minority interests 750,142 751,578 6,758,036 Stockholders' equity: Common stock 282,032 282,032 2,540,829 Capital surplus 549,548 562,214 4,950,883 Legal reserve 108,411 111,309 976,676 Retained earnings 1,652,406 1,655,029 14,886,540 Accumulated other comprehensive loss: Foreign currency translation adjustments (70,754) (60,948) (637,423) Minimum pension liability adjustments (691,794) (698,916) (6,232,378) Net unrealized holding gain on available-for-sale securities 28,536 4,874 257,081 Cash flow hedges (946) (535) (8,523) Treasury stock (31,924) (1,847) (287,604) --------------- ---------------- --------------------- Total stockholders' equity 1,825,515 1,853,212 16,446,081 Commitments and contingencies (note 10) --------------- ---------------- --------------------- 9,884,473 10,179,389 89,049,306 =============== ================ ===================== See accompanying notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF INCOME Hitachi, Ltd. and Subsidiaries Six months ended September 30, 2003 and 2002 Thousands of Millions of yen U.S. dollars (note 2) --------------------------------- --------------------- 2003 2002 2003 --------------------------------------------------------------------------------------------------- --------------------- Revenues 4,041,407 3,916,491 36,409,072 Costs of sales (3,157,976) (2,969,558) (28,450,234) Selling, general and administrative expenses (863,192) (885,245) (7,776,505) Restructuring charges (note 11) (10,317) - (92,946) Interest income 6,301 6,589 56,766 Dividends received 4,233 4,392 38,135 Other income (note 12) 101,400 15,731 913,514 Interest charges (16,318) (17,803) (147,009) Other deductions (note 12) (15,035) (37,130) (135,451) -------------- ---------------- --------------------- Income before income taxes and minority interests 90,503 33,467 815,342 Income taxes: Current (71,127) (57,559) (640,783) Deferred (5,052) 41,478 (45,514) -------------- ---------------- --------------------- Total Income taxes (76,179) (16,081) (686,297) Income before minority interests 14,324 17,386 129,045 Minority interests (8,940) (11,720) (80,540) -------------- ---------------- --------------------- Net income 5,384 5,666 48,505 ============== ================ ===================== Net income per share (note 13): Yen U.S. dollars (note 2) --------------------------------------------------------------------------------------------------- --------------------- Basic 1.63 1.70 0.01 Diluted 1.59 1.62 0.01 See accompanying notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Hitachi, Ltd. and Subsidiaries Six months ended September 30, 2003 and 2002 Thousands of Millions of yen U.S. dollars (note 2) ---------------------------- --------------------- 2003 2002 2003 ------------------------------------------------------------------------------------------------------------------------------------ Common stock: Balance at beginning of period 282,032 282,032 2,540,829 --------------- ------------- ----------------- Balance at end of period 282,032 282,032 2,540,829 =============== ============= ================= Capital surplus: Balance at beginning of period 562,214 527,010 5,064,991 Conversion of convertible debentures 937 652 8,442 Gain on sale of treasury stock 23 - 207 Increase (decrease) arising from issuance of subsidiaries' common stock, divestiture and other (13,626) 2,798 (122,757) --------------- ------------- ----------------- Balance at end of period 549,548 530,460 4,950,883 =============== ============= ================= Legal reserve: Balance at beginning of period 111,309 110,751 1,002,784 Transfers from (to) retained earnings (2,693) 203 (24,261) Transfers to minority interests arising from conversion of subsidiaries' convertible debentures (108) (18) (973) Transfers from (to) minority interests arising from issuance of subsidiaries' common stock and other (97) 24 (874) --------------- ------------- ----------------- Balance at end of period 108,411 110,960 976,676 =============== ============= ================= Retained earnings: Balance at beginning of period 1,655,029 1,643,248 14,910,171 Net income 5,384 5,666 48,505 Cash dividends (10,095) - (90,946) Transfers from (to) legal reserve 2,693 (203) 24,261 Net transfer to minority interests arising from conversion of subsidiaries' convertible debentures (1,189) (263) (10,712) Net transfer from (to) minority interests arising from change in ownership interest in subsidiaries' common stock and other 584 (4,687) 5,261 --------------- ------------- ----------------- Balance at end of period 1,652,406 1,643,761 14,886,540 =============== ============= ================= Accumulated other comprehensive loss: Foreign currency translation adjustments Balance at beginning of period (60,948) (38,012) (549,081) Other comprehensive loss, net of reclassification adjustments (9,459) (18,133) (85,216) Net transfer from minority interests arising from conversion of subsidiaries' convertible debentures 172 - 1,550 Net transfer to minority interests arising from issuance of subsidiaries' common stock and other (519) (479) (4,676) --------------- ------------- ----------------- Balance at end of period (70,754) (56,624) (637,423) =============== ============= ================= Minimum pension liability adjustments Balance at beginning of period (698,916) (260,100) (6,296,540) Other comprehensive income (loss) 5,919 (159,008) 53,324 Net transfer from minority interests arising from conversion of subsidiaries' convertible debentures 1,163 1 10,478 Net transfer from minority interests arising from issuance of subsidiaries' common stock and other 40 14 360 --------------- ------------- ----------------- Balance at end of period (691,794) (419,093) (6,232,378) =============== ============= ================= Net unrealized holding gain on available-for-sale securities Balance at beginning of period 4,874 39,997 43,910 Other comprehensive income (loss), net of reclassification adjustments 23,610 (22,369) 212,703 Net transfer from minority interests arising from conversion of subsidiaries' convertible debentures 31 1 279 Net transfer from (to) minority interests arising from issuance of subsidiaries' common stock and other 21 (8) 189 --------------- ------------- ----------------- Balance at end of period 28,536 17,621 257,081 =============== ============= ================= Cash flow hedges Balance at beginning of period (535) (369) (4,820) Other comprehensive income (loss), net of reclassification adjustments (426) 113 (3,838) Net transfer from minority interests arising from conversion of subsidiaries' convertible debentures 20 - 180 Net transfer to minority interests arising from issuance of subsidiaries' common stock and other (5) (4) (45) --------------- ------------- ----------------- Balance at end of period (946) (260) (8,523) =============== ============= ================= Total accumulated other comprehensive loss (734,958) (458,356) (6,621,243) =============== ============= ================= Treasury stock: Balance at beginning of period (1,847) (333) (16,640) Acquisition for treasury (30,166) (376) (271,766) Sale of treasury stock 89 - 802 --------------- ------------- ----------------- Balance at end of period (31,924) (709) (287,604) =============== ============= ================= Total stockholders' equity 1,825,515 2,108,148 16,446,081 =============== ============= ================= Total comprehensive income (loss) 25,028 (193,731) 225,477 See accompanying notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS Hitachi, Ltd. and Subsidiaries Six months ended September 30, 2003 and 2002 Thousands of Millions of yen U.S. dollars (note 2) --------------------------- --------------------- 2003 2002 2003 ------------------------------------------------------------------------------------------------------------------------------ Cash flows from operating activities: Net income 5,384 5,666 48,505 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 213,916 226,280 1,927,171 Deferred income taxes 5,052 (41,478) 45,514 Equity in earnings of affiliated companies 2,245 8,425 20,225 Gain on sale of investments and subsidiaries' common stock (100,193) (40,333) (902,640) Impairment of investment in securities 1,983 19,636 17,865 Loss on disposal of rental assets and other property 5,712 4,306 51,460 Income applicable to minority interests 8,940 11,720 80,540 Decrease in receivables 79,253 183,658 713,991 Increase in inventories (106,587) (8,394) (960,243) Increase in prepaid expenses and other current assets (2,507) (17,594) (22,586) Decrease in payables (37,821) (25,911) (340,730) Increase (decrease) in accrued expenses and retirement and severance benefits 63,626 (164,061) 573,207 Increase in accrued income taxes 23,790 95 214,324 Increase (decrease) in other liabilities 585 (18,555) 5,270 Other 61,215 48,043 551,487 ------------ -------------- ----------------- Net cash provided by operating activities 224,593 191,503 2,023,360 Cash flows from investing activities: (Increase) decrease in short-term investments (68,614) 17,591 (618,144) Capital expenditures (145,310) (155,148) (1,309,099) Purchase of assets to be leased (236,613) (213,742) (2,131,649) Collection of investment in leases 197,485 209,869 1,779,144 Proceeds from disposal of rental assets and other property 52,147 63,382 469,793 Proceeds from sale of investments and subsidiaries' common stock 181,296 98,169 1,633,297 Purchase of investments and subsidiaries' common stock (63,896) (42,180) (575,640) Purchase of software (51,974) (63,245) (468,234) Other (21,700) (43,655) (195,495) ------------- -------------- ----------------- Net cash used in investing activities (157,179) (128,959) (1,416,027) Cash flows from financing activities: Decrease in short-term debt (95,112) (79,236) (856,865) Proceeds from long-term debt 303,036 163,608 2,730,054 Payments on long-term debt (335,337) (276,279) (3,021,054) Proceeds from sale of common stock by subsidiaries 619 1,464 5,577 Dividends paid to stockholders (10,111) (82) (91,090) Dividends paid to minority stockholders of subsidiaries (6,791) (6,956) (61,180) Acquisition of common stock for treasury (30,166) (376) (271,766) Proceeds from sale of treasury stock 112 - 1,009 ------------- -------------- ----------------- Net cash used in financing activities (173,750) (197,857) (1,565,315) Effect of exchange rate changes on cash and cash equivalents (12,751) (18,849) (114,874) ------------- -------------- ----------------- Net decrease in cash and cash equivalents (119,087) (154,162) (1,072,856) Cash and cash equivalents at beginning of period 828,171 1,029,374 7,461,000 ------------- -------------- ----------------- Cash and cash equivalents at end of period 709,084 875,212 6,388,144 ============= ============== ================= See accompanying notes to consolidated financial statements. HITACHI, LTD. AND SUBSIDIARIES Notes to Consolidated Financial Statements Six months ended September 30, 2003 (1) Basis of Presentation and Summary of Significant Accounting Policies (a) Basis of Presentation Hitachi, Ltd. (the Company) and its domestic subsidiaries maintain their books of account in conformity with the financial accounting standards of Japan, and its foreign subsidiaries in conformity with those of the countries of their domicile. The consolidated financial statements presented herein have been prepared in a manner and reflect the adjustments which are necessary to conform them with accounting principles generally accepted in the United States of America. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ from those estimates. (b) Principles of Consolidation The consolidated financial statements include the accounts of the Company and those of its majority-owned subsidiaries, whether directly or indirectly controlled. Intercompany accounts and significant intercompany transactions have been eliminated in consolidation. Investments in corporate joint ventures and affiliated companies that are accounted for using the equity method primarily relate to 20% to 50% owned companies to which the Company has the ability to exercise significant influence over operational and financial policies of the investee company. Investments of less than 20% or where the Company does not have significant influence are accounted for using the cost method. (c) Investment in Securities The Company classifies investments in securities that have readily determinable fair values and all investments in debt securities in three categories, such as held-to-maturity securities, trading securities and available-for-sale securities. Held-to-maturity securities are debt securities that the Company has the positive intent and ability to hold to maturity. Trading securities are debt and equity securities that are bought and held principally for the purpose selling them in the near term. Available-for-sale securities are debt and equity securities not classified as either held-to-maturity securities or trading securities. Held-to-maturity securities are reported at amortized cost. Trading securities are reported at fair value, with unrealized gains and losses included in earnings. Available-for-sale securities are reported at fair value, with unrealized gains and losses reported in other comprehensive income. A decline in fair value of any available-for-sale or held-to-maturity security below the amortized cost basis that is deemed to be other than temporary results in a write-down of the amortized cost basis to fair value as a new cost basis and the amount of the write-down is included in earnings. On a continuous basis, but no less frequently than at the end of each semi-annual period, the Company evaluates the cost basis of an available-for-sale security for possible impairment. Factors considered in assessing whether an indication of other than temporary impairment exists include: the degree of change in ratio of market prices per share to book value per share at date of evaluation compared to that at date of acquisition, the financial condition and prospects of each investee company, industry conditions in which the investee company operates, the fair value of an available-for-sale security relative to the cost basis of the investment, the period of time the fair value of an available-for-sale security has been below the cost basis of the investment and other relevant factors. The Company evaluates the cost basis of a held-to-maturity security for possible impairment by taking into consideration the financial condition, business prospects and credit worthiness of the issuer. Impairment to be recognized is measured based on the amount by which the carrying amount of the investment exceeds the fair value of the investment. Fair value is determined based on quoted market prices, projected discounted cash flows or other valuation techniques as appropriate. On a continuous basis, but no less frequently than at the end of each semi-annual period, the Company evaluates the carrying amount of its ownership interests in investee companies of the equity method and the cost method for possible impairment. Factors considered in assessing whether an indication of other than temporary impairment exists include the achievement of business plan objectives and milestones including cash flow projections and the results of planned financing activities, the financial condition and prospects of each investee company, the fair value of the ownership interest relative to the carrying amount of the investment, the period of time the fair value of the ownership interest has been below the carrying amount of the investment and other relevant factors. Impairment to be recognized is measured based on the amount by which the carrying amount of the investment exceeds the fair value of the investment. Fair value is determined based on quoted market prices, projected discounted cash flows or other valuation techniques as appropriate. The cost of a security sold or the amount reclassified out of accumulated other comprehensive income into earnings was determined by the average method. (d) Securitization The Company and certain subsidiaries have securitized certain financial assets such as lease receivables, trade receivables and others. In the securitization process, securitized assets are sold to Special Purpose Entities (SPE) which are funded through the issuance of asset-backed securities to investors. When the Company and its subsidiaries sell the financial assets to the SPE in a securitization transaction, the carrying amount of the financial assets is allocated based on relative fair values to the portions to be retained and sold. The Company and its subsidiaries recognize a gain or loss for the difference between the net proceeds received and the allocated carrying amount of the assets sold when the transaction is consummated. Fair values are based on the present value of estimated future cash flows which take into consideration various factors such as expected credit loss and others. (e) Goodwill and Other Intangible Assets The Company accounts for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards (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 reviewed for impairment in accordance with SFAS No.144, "Accounting for the Impairment or Disposal of Long-Lived Assets." (f) Capitalized Software Costs Costs incurred for computer software developed or obtained for internal use are capitalized and amortized on a straight-line basis over their estimated useful lives. In addition, the Company and its subsidiaries develop certain computer software to be sold where related costs are capitalized after establishment of technological feasibility. Such capitalized costs are amortized based on the ratio of each software's expected future revenue to current year's revenue. (g) Retirement and Severance Benefits The Company accounts for retirement and severance benefits in accordance with SFAS No. 87, "Employers' Accounting for Pensions." Unrecognized gains and losses are amortized using the straight-line method over the average remaining service period of active employees. (h) Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. SFAS No. 133 requires that all derivative financial instruments, such as forward exchange and interest rate swap contracts, be recognized in the financial statements as either assets or liabilities and measured at fair value regardless of the purpose or intent for holding them. The Company designates and accounts for hedging derivatives as follows: . "Fair value" hedge: a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment. The changes in fair value of the recognized assets or liabilities or unrecognized firm commitment and the derivatives are recorded in earnings if the hedge is considered highly effective. . "Cash flow" hedge: a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability. The changes in the fair value of the derivatives designated as cash flow hedges are recorded as other comprehensive income if the hedge is considered highly effective. This treatment is continued until earnings are affected by the variability in cash flows or the unrecognized firm commitment of the designated hedged item, at which point changes in fair value of the derivative is recognized in income. . "Foreign currency" hedge: a hedge of foreign-currency fair value or cash flow. The changes in fair value of the recognized assets or liabilities or unrecognized firm commitment and the derivatives are recorded as either earnings or other comprehensive income if the hedge is considered highly effective. Recognition as earnings or other comprehensive income is dependent on the treatment of foreign currency hedges as fair value or cash flow hedges. The Company follows the documentation requirements as prescribed by the standard, which includes risk management objective and strategy for undertaking various hedge transactions. In addition, a formal assessment is made at the hedge's inception and periodically on an ongoing basis, as to whether the derivative used in hedging activities is highly effective in offsetting changes in fair values or cash flows of hedged items. Hedge accounting is discontinued for ineffective hedges, if any. Subsequent changes in the fair value of derivatives related to discontinued hedges are recognized in earnings immediately. (i) Revenue Recognition Staff Accounting Bulletin No. 101 (SAB 101) expresses certain views of the United States Securities and Exchange Commission (SEC) in applying generally accepted accounting principles to revenue recognition in the financial statements. In accordance with SAB 101, we generally recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services are rendered, the sales price is fixed and determinable and collectibility is probable. Our more specific revenue recognition policies based on the type of revenue earned and our product offerings are discussed below. The Company enters into transactions that include multiple element arrangements which may include any combinations of hardware products, related software products, installment and maintenance. When some elements are delivered prior to others in an arrangement, revenue is deferred until the delivery of the last service element, unless transactions are such that vendor specific objective evidence ("VSOE") of fair value of the undelivered elements is available, the functionality of the delivered element is not dependent on the undelivered elements and delivered elements represents the culmination of the earnings process. VSOE is the price charged by the Company to an external customer for the same element when such element is sold separately. The Company allocates revenue on software arrangements involving multiple elements to each element based on its relative fair value. Product Sales: Revenue from sales of these products are recognized when title and risk of loss have been transferred to the customer. Depending upon the terms of the contract or arrangement with the customer, this may occur at the time of shipment, when installation is completed or upon the attainment of customer acceptance. The Company's policy is not to accept product returns unless the products are defective. The conditions of acceptance are governed by the terms of the contract or customer arrangement and those not meeting the predetermined specification are not recorded as revenue. Product warranties are offered on our products and a warranty accrual is established when sales are recognized and is based on estimated future costs of repair and replacement principally using our historical experience of warranty claims. Price protections are provided to retailers of the Company's consumer products business and others. Price protection is provided to compensate the customers and retailers for decline in product's value due mainly to competition. Price protection granted to our customers is classified as a reduction of revenue on our consolidated statement of income. In addition, it is our policy to accrue reasonably and reliably estimated price adjustment at the later of the date at which the related sales are recognized, or the date at which the price protection is offered. The estimate is made based primarily upon historical experience or agreement on the adjustment rate and the number of units that are subject to such adjustment (e.g., units in distribution channel). Product revenues which are recognized upon shipment are IT system products, semiconductor manufacturing equipment, test and measurement equipments, construction equipment, displays, disk drives, televisions, air conditioners, batteries, magnetic tapes, high functional materials, cable products and automotive equipment. Product revenues which are recognized upon acceptance or shipment are railway vehicles. Product revenues that are recognized upon acceptance are medical electronic devices, industrial machinery and equipment, nuclear, thermal and hydroelectric power plant, and elevators and escalators. Revenue from sales of tangible products under long-term construction type arrangements, principally in connection with the construction of nuclear, thermal and hydroelectric power plants, are recognized under the percentage-of-completion method. Under the percentage-of-completion method, revenue is recognized as percentage of estimated total revenue that incurred costs to date bear to estimated total costs after giving effect to estimates of costs to complete based upon most recent information. Any anticipated losses on fixed price contracts are charged to operations when such losses can be estimated. Provisions are made for contingencies (i.e. performance penalty, benchmarking, etc.) in the period in which they become known pursuant to specific contract terms and conditions and are estimable. The Company recognizes revenue in accordance with the provisions of Statement of Position No. 97-2, "Software Revenue Recognition" as amended by Statement of Position No. 98-9. Revenue from software consists of software licensing, customized software development and post contract customer support. Revenues from software license arrangements are recognized upon shipment of the software if evidence of the arrangement exists, pricing is fixed and determinable and collectibility is probable. Customized software revenue is recognized upon customer acceptance. Revenue from post contract customer support is amortized over the period of the post contract customer support. Consulting and training services are recognized when the services are rendered. Our standard software license agreement provides for a limited warranty that the license will operate substantially in accordance with the functionality described in the documentation provided with the products. The standard software license does not provide for right of return. We provide for warranty at the time of revenue recognition using our historical experience of warranty claims. To date such warranty provisions have been insignificant. Service Revenues: Service revenues from maintenance and distribution services are recognized upon completion of service delivery. Revenue from time service contracts is recognized as services are rendered. Revenue from long-term fixed price service contracts such as support or maintenance contracts is recognized ratably over the contractual period. Finance lease income is recognized at level rates of return over the term of the leases. Operating lease income is recognized on a straight-line basis over the term of the lease. (j) Treasury Stock Treasury stock is accounted for by the cost method. (k) Stock-based Compensation As of September 30, 2003, the Company has three stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement principles of Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees." No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price not less than market value of the underlying common stock on the date of grant. SFAS No. 123, "Accounting for Stock-based Compensation," prescribes the recognition of compensation expense based on the fair value of options on the grant date and allows continuous application of APB No. 25 if certain pro forma disclosures are made assuming hypothetical fair value method application. The Company elected to continue applying APB No. 25, however, the pro forma effects of applying SFAS No. 123 on net income (loss) and the per share information for the six months ended September 30, 2003 and 2002 were not material. (l) Disclosures about Segments of an Enterprise and Related Information SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," was issued in June 1997. This standard establishes standards for the manner in which a public business enterprise is required to report financial and descriptive information about its operating segments. This standard defines operating segments as components of an enterprise for which separate financial information is available and evaluated regularly as a means for assessing segment performance and allocating resources to segments. A measure of profit or loss, total assets and other related information is required to be disclosed for each operating segment. Further, this standard requires the disclosure of information concerning revenues derived from the enterprise's products or services, countries in which it earns revenue or holds assets and major customers. This standard is effective for the Company's fiscal year ended March 31, 1999. However, foreign issuers are presently exempted from the segment disclosure requirements of SFAS No. 131 in Securities Exchange Act filings with SEC, and the Company has not presented the segment information required to be disclosed in the footnotes to the consolidated financial statements under SFAS No. 131. (m) New Accounting Standards In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51." This interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the interpretation. The interpretation applies immediately to variable interests in variable interest entities created and acquired after January 31, 2003. For variable interest in a variable interest entity created before February 1, 2003, the interpretation is applicable no later than the beginning of the first interim or annual reporting period beginning after December 15, 2003. The application of this interpretation did not have a material effect on the Company's consolidated financial statements for the year ended March 31, 2003 and for the six months ended September 30, 2003 and is not expected to have a material effect for the year ending March 31, 2004. (n) Restatement and Reclassification In January 2003, the FASB's Emerging Issues Task Force (EITF) Issue No. 03-2, "Accounting for the Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities" was issued. The Company adopted EITF Issue No. 03-2 and restated previously issued financial statements for the interim period ending September 30, 2002 of that fiscal year. In addition, certain reclassifications have been made to the prior period's consolidated financial statements to conform with the classifications used in the current period's consolidated financial statements. (2) Basis of Financial Statement Translation The accompanying consolidated financial statements are expressed in yen and, solely for the convenience of the reader, have been translated into United States dollars at the rate of JPY 111=U.S.$1, the approximate exchange rate prevailing on the Tokyo Foreign Exchange Market as of September 30, 2003. This translation should not be construed as a representation that all amounts shown could be converted into U.S. dollars. (3) Investment in Securities Short-term investments as of September 30, 2003 and March 31, 2003 are as follows: Thousands of Millions of yen U.S. dollars -------------------------------- -------------- September 30, March 31, September 30, 2003 2003 2003 ------------- ------------- -------------- Investment in securities: Available-for-sale securities 91,879 100,288 827,739 Held-to-maturity securities 1,237 6,057 11,144 Trading securities 161,062 80,627 1,451,009 ------- ------- --------- Short-term investments 254,178 186,972 2,289,892 ======= ======= ========= Investments and advances, including affiliated companies as of September 30, 2003 and March 31, 2003 are as follows: Thousands of Millions of yen U.S. dollars -------------------------------- -------------- September 30, March 31, September 30, 2003 2003 2003 ------------- -------------- -------------- Investment in securities: Available-for-sale securities 325,144 297,656 2,929,225 Held-to-maturity securities 1,091 1,487 9,829 Securities without readily determinable fair values 80,696 75,860 726,991 Investments in affiliated companies 362,033 237,024 3,261,559 Advances and others 108,799 114,415 980,171 ------- ------- --------- Investments and advances, including affiliated companies 877,763 726,442 7,907,775 ======= ======= ========= The following is a summary of the amortized cost basis, gross unrealized holding gains, gross unrealized holding losses and aggregate fair value of available-for-sale securities by the consolidated balance sheets classification as of September 30, 2003 and March 31, 2003. Millions of yen ----------------------------------------------------- September 30, 2003 ----------------------------------------------------- Amortized Gross Gross Aggregate cost basis gains losses fair value ----------------------------------------------------- Short-term investments: Debt securities 40,616 44 25 40,635 Other securities 51,258 28 42 51,244 ------- ------ ----- ------ 91,874 72 67 91,879 Investments and advances: Equity securities 104,127 89,057 3,146 190,038 Debt securities 117,235 528 3,960 113,803 Other securities 21,040 303 40 21,303 ------- ------ ----- ------- 242,402 89,888 7,146 325,144 ------- ------ ----- ------- 334,276 89,960 7,213 417,023 ======= ====== ===== ======= Thousands of U.S. dollars ----------------------------------------------------- September 30, 2003 ----------------------------------------------------- Amortized Gross Gross Aggregate cost basis gains losses fair value ----------------------------------------------------- Short-term investments: Debt securities 365,910 396 225 366,081 Other securities 461,784 253 379 461,658 ------- ------- ------ --------- 827,694 649 604 827,739 Investments and advances: Equity securities 938,081 802,315 28,342 1,712,054 Debt securities 1,056,171 4,757 35,676 1,025,252 Other securities 189,549 2,730 360 191,919 --------- ------- ------ --------- 2,183,801 809,802 64,378 2,929,225 --------- ------- ------ --------- 3,011,495 810,451 64,982 3,756,964 ========= ======= ====== ========= Millions of yen ----------------------------------------------------- March 31, 2003 ----------------------------------------------------- Amortized Gross Gross Aggregate cost basis gains losses fair value ----------------------------------------------------- Short-term investments: Debt securities 52,432 61 50 52,443 Other securities 47,897 5 57 47,845 ------ ------ ------ ------- 100,329 66 107 100,288 Investments and advances: Equity securities 115,999 51,951 8,772 159,178 Debt securities 117,394 606 2,484 115,516 Other securities 23,033 75 146 22,962 ------ ------ ------ ------- 256,426 52,632 11,402 297,656 ------- ------ ------ ------- 356,755 52,698 11,509 397,944 ======= ====== ====== ======= Debt securities consist mainly of national, local and foreign governmental bonds, debentures issued by banks and corporate bonds. Other securities consist mainly of investment trusts. The proceeds from sale of available-for-sale securities for the six months ended September 30, 2003 and 2002 are JPY 25,192 million ($226,955 thousand) and JPY 68,057 million, respectively. The gross realized gains on the sale of those securities for the six months ended September 30, 2003 and 2002 are JPY 8,382 million ($75,514 thousand) and JPY 25,905 million, respectively, while gross realized losses on the sale of those securities for the six months ended September 30, 2003 and 2002 are JPY 193 million ($1,739 thousand) and JPY 1,099 million, respectively. For the six months ended September 30, 2003 and 2002 the amount of the net unrealized holding gain or loss on available-for-sale securities that has been included in accumulated other comprehensive loss is a gain of JPY 47,449 million ($427,468 thousand) and a loss of JPY 20,247 million, respectively, and the amount of gains and losses reclassified out of accumulated other comprehensive loss is net gain of JPY 5,756 million ($51,856 thousand) and net gain of JPY 22,594 million, respectively. Various held-to-maturity securities are held by certain subsidiaries. Gross unrealized holding gains and losses of these securities were not material. Trading securities consist mainly of investments in trust accounts. The portions of trading losses that relate to trading securities still held at the balance sheet date are not material for the six months ended September 30, 2003 and JPY 1,090 million for the six months ended September 30, 2002. The contractual maturities of debt securities and other securities classified as Investment and advances in the consolidated balance sheet as of September 30, 2003 are as follows: Millions of yen -------------------------------------------------- September 30, 2003 -------------------------------------------------- Held-to- Available- maturity for-sale Total --------------- -------------- -------------- Due within five years 684 57,087 57,771 Due after five years 407 78,019 78,426 --------------- -------------- -------------- 1,091 135,106 136,197 =============== ============== ============== Thousands of U.S. dollars -------------------------------------------------- September 30, 2003 -------------------------------------------------- Held-to- Available- maturity for-sale Total --------------- -------------- -------------- Due within five years 6,162 514,297 520,459 Due after five years 3,667 702,874 706,541 --------------- -------------- -------------- 9,829 1,217,171 1,227,000 =============== ============== ============== Expected redemptions may differ from contractual maturities because these securities are redeemable at the option of the issuers. The aggregate fair values of investments in affiliated companies based on the quoted market price as of September 30, 2003 and March 31, 2003 are JPY 119,264 million ($1,074,450 thousand) and JPY 179,884 million, respectively. The aggregate carrying amount of such investments as of September 30, 2003 and March 31, 2003 are JPY 108,307 million ($975,739 thousand) and JPY 127,343 million, respectively. As of September 30, 2003 and March 31, 2003, recognitions of other than temporary declines in values of investments in certain affiliated companies resulted in the difference of JPY 22,886 million ($206,180 thousand) and JPY 25,061 million, respectively between the carrying amount and the amount of underlying equity in net assets. In addition, equity method goodwill of JPY 11,145 million ($100,405 thousand) is included in investments in certain affiliated companies as of September 30, 2003 and March 31, 2003. (4) Inventories Inventories as of September 30, 2003 and March 31, 2003 are summarized as follows: Thousands of Millions of yen U.S. dollars ---------------------------------- ----------------- September 30, March 31, September 30, 2003 2003 2003 ----------------- ------------- ----------------- Finished goods 370,242 373,317 3,335,514 Work in process 657,574 646,932 5,924,090 Raw materials 159,317 167,280 1,435,288 ----------------- ------------- ----------------- 1,187,133 1,187,529 10,694,892 ================= ============= ================= (5) Leases The Company and certain subsidiaries are lessors of manufacturing machinery and equipment under operating leasing arrangements with terms ranging from 3 to 6 years. Machinery and equipment at cost under operating leases and accumulated depreciation as of September 30, 2003 amounted to JPY 1,259,661 million ($11,348,297 thousand) and JPY 948,662 million ($8,546,505 thousand), respectively. The leased assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives. The following table shows the future minimum lease receivables of non-cancelable operating leases as of September 30, 2003: Millions of Thousands of Years ending September 30 yen U.S. dollars ------------------------- ----------------- ----------------- 2004 63,331 570,549 2005 50,709 456,838 2006 34,725 312,838 2007 16,756 150,955 2008 7,720 69,550 Thereafter 10,463 94,261 ----------------- ----------------- Total minimum payments to be received 183,704 1,654,991 ================= ================= The Company and certain subsidiaries lease certain manufacturing machinery and equipment under operating leasing arrangements. In March 2003, the Company entered into a sale and lease back agreement for its headquarter land and building for a total proceeds of JPY 40,000 million. The lease back is classified as an operating lease with a term of thirty-eight months. A part of the gain on sale of JPY 8,551 million which represents the present value of the minimum lease payments over the lease term has been deferred and will be recognized over the lease term. The following table shows the future minimum lease payments of non-cancelable operating leases as of September 30, 2003: Millions of Thousands of Years ending September 30 yen U.S. dollars ------------------------- ----------------- ----------------- 2004 9,771 88,027 2005 6,916 62,306 2006 4,393 39,577 2007 1,851 16,676 2008 1,236 11,135 Thereafter 5,360 48,288 ----------------- ----------------- Total minimum lease payments 29,527 266,009 ================= ================= (6) Securitization For the six months ended September 30, 2003 and 2002, Hitachi Capital Corporation (HCC), a financing subsidiary, transferred lease receivables. In these transactions, HCC sold mainly lease receivables to Special Purpose Entities (SPE), and the SPE issued asset-backed commercial papers to investors. The investors and the SPE have no recourse to HCC's other assets for failure of debtors to pay when due. HCC retained servicing responsibilities and subordinated interests, but has not recorded a servicing asset or liability since the cost to service the receivables approximates the servicing income. The retained interests are not material and subordinate to investor's interests. For the six months ended September 30, 2003 and 2002, gains recognized on the transfer of lease receivables amounted to JPY 5,885 million ($53,018 thousand) and JPY 4,064 million, respectively. The table below summarizes certain cash flows received from and paid to the SPE during the six months ended September 30, 2003 and 2002: Thousands of Millions of yen U.S. dollars ------------------------------------- ----------------- September 30, September 30, September 30, 2003 2002 2003 ----------------- ------------------- ----------------- Proceeds from transfer of lease receivables 128,216 124,010 1,155,099 Servicing fees received 10 14 90 Purchases of delinquent or ineligible assets (3,701) (3,936) (33,342) Quantitative information about delinquencies, net credit losses, and components of lease receivables subject to transfer and other assets managed together as of and for the six months ended September 30, 2003 are as follows: Millions of yen ----------------------------------------------------------- September 30, 2003 ----------------------------------------------------------- Principal amount of Total principal receivables amount of 90 days or Net credit receivables more past due losses --------------- ----------------- ----------------- Total assets managed or transferred: Lease receivables 907,843 1,035 1,405 Assets transferred (452,358) --------------- Assets held in portfolio 455,485 =============== Thousands of U.S. dollars ----------------------------------------------------------- September 30, 2003 ----------------------------------------------------------- Principal amount of Total principal receivables amount of 90 days or Net credit receivables more past due losses ----------------- ------------------ --------------- Total assets managed or transferred: Lease receivables 8,178,765 9,324 12,658 Assets transferred (4,075,297) ----------------- Assets held in portfolio 4,103,468 ================= For the six months ended September 30, 2003 and 2002, the Company and certain subsidiaries sold trade receivables mainly through the SPE which securitized these receivables. In these securitizations, the Company and certain subsidiaries retained servicing responsibility. No servicing asset or liability has been recorded because the fees for servicing the receivable approximate the related costs. In addition, the Company and certain subsidiaries retained subordinated interests which were not material. During the six months ended September 30, 2003 and 2002, proceeds from transfer of trade receivables were JPY 482,051 million ($4,342,802 thousand) and JPY 531,191 million, respectively and losses recognized on those transfers were JPY 1,389 million ($12,514 thousand) and JPY 1,267 million, respectively. (7) Goodwill and Other Intangible Assets Intangible assets excluding goodwill acquired during the six months ended September 30, 2003 and 2002 amounted to JPY 88,585 million ($798,063 thousand) and JPY 82,889 million, respectively, and related amortization expense during the six months ended September 30, 2003 and 2002 amounted to JPY 54,294 million ($489,135 thousand) and JPY 40,061 million, respectively. The main component of intangible assets subject to amortization was capitalized software. Amortization of capitalized computer software costs for software to be sold, leased or otherwise marketed is charged to cost of sales. Intangible assets excluding goodwill as of September 30, 2003 and March 31, 2003 are presented below: Millions of yen ------------------------------------------ ----------------------------------------- September 30, 2003 March 31, 2003 ------------ ------------ ------------- ------------- ------------ ------------ Gross Accumulated Net Gross Accumulated Net carrying amortization carrying carrying amortization carrying amount amount amount amount ------------ ------------ ------------- ------------- ------------ ------------ Amortized intangible assets Software 300,826 191,464 109,362 288,066 169,239 118,827 Software for internal use 298,086 133,169 164,917 290,204 132,917 157,287 Other 147,769 50,925 96,844 153,130 47,997 105,133 ------------ ------------ ------------- ------------- ------------ ------------ 746,681 375,558 371,123 731,400 350,153 381,247 ============ ============ ============= ============= ============ ============ Unamortized intangible assets 14,561 - 14,561 13,603 - 13,603 Thousands of U.S. dollars ------------------------------------------ September 30, 2003 ------------ ------------ ------------- Gross Accumulated Net carrying amortization carrying amount amount ------------ ------------ ------------- Amortized intangible assets Software 2,710,144 1,724,901 985,243 Software for internal use 2,685,460 1,199,721 1,485,739 Other 1,331,252 458,784 872,468 ------------ ------------ ------------- 6,726,856 3,383,406 3,343,450 ============ ============ ============= Unamortized intangible assets 131,180 - 131,180 The changes in the carrying amount of goodwill for the six months ended September 30, 2003 and 2002 are as follows: Millions of yen -------------------------------------------------------------------------------------------------------------------- March 31, Acquired Impairment Decrease from Translation September 30, 2003 during the loss divestiture adjustment 2003 period and other ---------------- ---------------- --------------- ---------------- -------------- ---------------- Goodwill 60,317 7,496 (1,169) (8,232) (1,818) 56,594 Thousands of U.S. dollars -------------------------------------------------------------------------------------------------------------------- March 31, Acquired Impairment Decrease from Translation September 30, 2003 during the loss divestiture adjustment 2003 period and other ---------------- ---------------- --------------- ---------------- -------------- ---------------- Goodwill 543,396 67,532 (10,532) (74,162) (16,378) 509,856 Millions of yen -------------------------------------------------------------------------------------------------------------------- April 1, Acquired Impairment Decrease from Translation September 30, 2002 during the loss divestiture adjustment 2002 period and other ---------------- ---------------- --------------- ---------------- -------------- ---------------- Goodwill 27,299 8,232 - - (2,183) 33,348 (8) Restricted Assets The Company and its subsidiaries provide their investment in certain subsidiaries as collateral for bank loans of JPY 7,103 million ($63,991 thousand). The collateralized number of shares and their fair values as of September 30, 2003 are as follows: Fair value Number of Collateralized as of September 30, 2003 shares number of --------------------------- owned Percent of shares Millions Thousands of Subsidiary name in thousand ownership in thousand of yen U.S. dollars ----------------------------------------------------------------------------------------------------------------------- Hitachi Capital Corporation 71,043 56.2% 6,800 9,520 85,766 Hitachi Maxell, Ltd. 51,526 52.1% 400 717 6,459 Hitachi Powdered Metals Co., Ltd. 17,072 53.3% 3,700 2,586 23,297 In accordance with Trustee agreements for the unsecured convertible debentures series 7th, the 11,981,000 shares of investments in Hitachi Software Engineering Co., Ltd. and the 48,400,000 shares of investments in Hitachi High-Technologies Co., Ltd. are held in trust. As of September 30, 2003, the fair values of the shares held in trust are JPY 40,136 million ($361,586 thousand) and JPY 77,101 million ($694,604 thousand), respectively. (9) Dividend Restriction Pursuant to the terms of the indentures under which the unsecured convertible debentures due in 2004 were issued, accumulated cash dividends (including interim dividends) paid by the Company for the fiscal years beginning after March 31, 1989 may not exceed accumulated net income in the audited consolidated statements of income for the fiscal years beginning after March 31, 1989 plus JPY 65,000 million ($585,586 thousand) as long as these debentures are outstanding. In determining the accumulated cash dividends, interim cash dividends to be paid on and after April 1, 1990 are considered to be a part of the cash dividends of the previous fiscal year. As of March 31, 2003, the accumulated cash dividends and the accumulated net income including JPY 65,000 million ($585,586 thousand), which are defined by the above terms, amounted to JPY 419,072 million ($3,775,423 thousand) and JPY 452,233 million ($4,074,171 thousand), respectively. (10) Commitments and Contingencies The Company and its operating subsidiaries are contingently liable for loan guarantees to its affiliates in the amount of approximately JPY 31,956 million ($287,892 thousand) as of September 30, 2003. Hitachi Capital Corporation (HCC), a financing subsidiary of the Company, provides guarantees to financial institutions for extending loans to customers of HCC. As of September 30, 2003, the undiscounted maximum potential future payments under such guarantees amounted to JPY 577,226 million ($5,200,234 thousand) of which JPY 142,459 million ($1,283,414 thousand) is covered by consumer credit insurance. The Company has accrued JPY 4,732 million ($42,631 thousand) as an obligation to stand ready to perform over the term of the guarantees. HCC provides certain revolving lines of credit to its credit card holders in accordance with the terms of the credit card business customer service contracts. Furthermore, HCC provides credit facilities to parties in accordance with the service agency business contracts from which temporary payments on behalf of such parties are made. In addition, the Company provides a loan commitment to an affiliated company. The outstanding balance of the revolving lines of credits, credit facilities and loan commitments as of September 30, 2003 is as follows: Thousands of Millions of yen U.S. dollars ------------------ ------------------- Total commitment available 666,341 6,003,072 Amount utilized (5,047) (45,468) ------------------ ------------------- Balance available 661,294 5,957,604 ================== =================== A portion of the revolving lines of credit which are pending credit approval cannot be utilized. The Company and certain of its subsidiaries hold line of credit arrangements with banks in order to secure source of working capital. The unused line of credit as of September 30, 2003 amounted to JPY 179,345 million ($1,615,721 thousand). The Company and its subsidiaries generally warrant its products over respective warranty periods. The accrued product warranty costs are based primarily on historical experience of actual warranty claims. Change in accrued product warranty cost for the six months ended September 30, 2003 is as follows: Millions of Thousands of yen U.S. dollars -------------------- -------------------- Balance at beginning of the period 105,297 948,621 Addition 21,858 196,919 Utilization (23,507) (211,775) Other (1,374) (12,378) -------------------- -------------------- Balance at end of the period 102,274 921,387 ==================== ==================== It is common practice in Japan for companies, in the ordinary course of business, to receive promissory notes in the settlement of trade accounts receivable and to subsequently discount such notes to banks or to transfer them by endorsement to suppliers in the settlement of accounts payable. As of September 30, 2003 and March 31, 2003, the companies were contingently liable for trade notes discounted and endorsed in the following amounts: Thousands of Millions of yen U.S. dollars ---------------------------------- ----------------- September 30, March 31, September 30, 2003 2003 2003 ----------------- ------------- ----------------- Notes discounted 4,212 3,639 37,946 Notes endorsed 18,158 24,924 163,586 ----------------- ------------- ----------------- 22,370 28,563 201,532 ================= ============= ================= The Company and certain subsidiaries are subject to several legal proceedings and claims which have arisen in the ordinary course of business and have not been finally adjudicated. These actions when ultimately concluded and determined will not, in the opinion of the management, have a material adverse effect on the financial position and results of operations of the Company and certain subsidiaries. (11) Restructuring charges Certain losses incurred in the reorganization of the certain subsidiaries' operations are considered as restructuring charges. Components and related amounts of the restructuring charges, before the related tax effects, for the six months ended September 30, 2003 and 2002 are as follows: Thousands of Millions of yen U.S. dollars ------------------------------------- ----------------- September 30, September 30, September 30, 2003 2002 2003 ---------------- ----------------- ----------------- Special termination benefits 3,357 - 30,243 Loss on disposal of fixed assets 6,960 - 62,703 ---------------- ----------------- ----------------- Total restructuring charges 10,317 - 92,946 ================ ================= ================= Certain subsidiaries provided special termination benefits to those employees voluntarily leaving the companies. The accrued special termination benefits were recognized at the time voluntary termination was offered and benefits accepted by the employees. An analysis of the accrued special termination benefits for the six months ended September 30, 2003 and 2002 are as follows: Thousands of Millions of yen U.S. dollars ------------------------------------- ----------------- September 30, September 30, September 30, 2003 2002 2003 ---------------- ----------------- ----------------- Balance at beginning of the period - 114,266 - New charges 3,357 - 30,243 (number of employees to be terminated) 518 - - Cash payments (1,593) (113,102) (14,351) (number of employees actually terminated) 345 9,981 - Foreign currency translation adjustment - (60) - ---------------- ----------------- ----------------- Balance at end of the period 1,764 1,104 15,892 ================ ================= ================= The following represent significant restructuring activities for the six months ended September 30, 2003 by business line: 1. Digital Media & Consumer Products division restructured its consumer products plants and related distribution network in order to address the general weakness in consumer demand for consumer products in mostly Japan. The accrued special termination benefits newly charged amounted to JPY 2,177 million ($19,613 thousand). The liabilities for special termination benefits in the amount of JPY 1,764 million ($15,892 thousand) will be paid by March 2004. Total restructuring charges amounted of JPY3,011 million ($27,126 thousand). 2. High Functional Materials & Components division mainly restructured the semiconductor packaging materials field because the business environment took a far more dramatic downturn than expected in Japan. The accrued special termination benefits newly charged amounted to JPY 1,180 million ($10,631 thousand) and were paid by September 30, 2003. Total restructuring charges amounted of JPY 7,306 million ($65,820 thousand). (12) Other Income and Other Deductions "Other income" for the six months ended September 30, 2003 includes net gain on securities in the amount of JPY 97,957 million ($882,495 thousand). "Other deductions" for the six months ended September 30, 2003 includes foreign currency transaction loss of JPY 12,216 million ($110,054 thousand) and a loss of JPY 2,245 million ($20,225 thousand) of equity in earning of affiliated companies. "Other income" for the six months ended September 30, 2002 includes net gain on securities in the amount of JPY 14,027 million. "Other deductions" for the six months ended September 30, 2002, the Company and certain subsidiaries recorded a net periodic benefit cost of JPY 12,410 million which were generated as the result of adopting EITF Issue No.03-2 "Accounting for the Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities". "Other deductions" for the six months ended September 30, 2002 includes foreign currency transaction loss of JPY 15,712 million and a loss of JPY 8,425 million of equity in earnings of affiliated companies. (13) Net Income Per Share Information The reconciliations of the numbers and the amounts used in the basic and diluted net income per share computations for the six months ended September 30, 2003 and 2002 are as follows: Number of shares --------------------------------- September 30, September 30, 2003 2002 ------------- ------------- Weighted average number of shares on which basic net income per share is calculated 3,309,174,874 3,337,869,526 Effect of dilutive securities: 6th series convertible debentures - - 7th series convertible debentures - - Stock option 31,184 - Number of shares on which diluted net income ------------- ------------- per share is calculated 3,309,206,058 3,337,869,526 ============= ============= Thousands of Millions of yen U.S. dollars ------------------------------------- ------------------ September 30, September 30, September 30, 2003 2002 2003 ---------------- ----------------- ------------------ Net income applicable to common stockholders 5,384 5,666 48,505 Effect of dilutive securities: 6th series convertible debentures - - - 7th series convertible debentures - - - Other (137) (260) (1,235) ---------------- ----------------- ------------------ Net income on which diluted net income per share is calculated 5,247 5,406 47,270 ================ ================= ================== Net income per share: Yen U.S. dollars ------------------------------------- ------------------ Basic 1.63 1.70 0.01 Diluted 1.59 1.62 0.01 The net income per share computation for the six months ended September 30, 2003 and 2002 excludes 6th and 7th series convertible debentures because their effect would have been antidilutive. In addition, 6th series convertible debentures were redeemed in September 2003. (14) Derivative Instruments and Hedging Activities Overall risk profile The major manufacturing bases of the Company and its subsidiaries are located in Japan and Asia. The selling bases are located globally, and the Company and its subsidiaries generate approximate 35% of their sales from overseas. These sales are mainly denominated in U.S. dollar or Euro. As a result, the Company and its subsidiaries are exposed to market risks from changes in foreign currency exchange rate. The financing subsidiaries in London, New York and Singapore issue U.S. dollar denominated, variable rate, medium-term notes mainly through the Euro markets to finance its overseas long-term operating capital. As a result, the Company and its subsidiaries are exposed to market risks from changes in foreign currency exchange rate and interest rate. The Company and its subsidiaries are also exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments, but it is not expected that any counterparties will fail to meet their obligations, because most of the counterparties are internationally recognized financial institutions and contracts are diversified into a number of major financial institutions. Risk management policy The Company and its subsidiaries assess foreign currency exchange rate risk and interest rate risk by continually monitoring changes in these exposures and by evaluating hedging opportunities. It is the Company's principal policy that the Company and its subsidiaries do not enter into derivative financial instruments for speculation purposes. Foreign currency exchange rate risk management The Company and its subsidiaries have assets and liabilities which are exposed to foreign currency exchange rate risk and, as a result, they enter into forward exchange contracts and cross currency swap agreements for the purpose of hedging these risk exposures. In order to fix the future net cash flows principally from trade receivables and payables recognized, which are denominated in foreign currencies, the Company and its subsidiaries on a monthly basis measure the volume and due date of future net cash flows by currencies. In accordance with their policy, a certain portion of measured net cash flows is covered using forward exchange contracts, which principally mature within one year. The Company and its subsidiaries enter into cross currency swap agreements with the same maturities as underlying debts to fix cash flows from long-term debts denominated in foreign currencies. The hedging relationship between the derivative financial instrument and its hedged item is highly effective in achieving offsetting changes in foreign currency exchange rates. Interest rate risk management The Company's and certain subsidiaries' exposure to interest rate risk is related principally to long-term debt obligations. Management believes it is prudent to minimize the variability caused by interest rate risk. To meet this objective, the Company and certain subsidiaries principally enter into interest rate swaps to manage fluctuations in cash flows. The interest rate swaps enter into receive-variable, pay-fixed interest rate swaps. Under the interest rate swaps, the Company and certain subsidiaries receive variable interest rate payments on long-term debt associated with medium-term notes and make fixed interest rate payments, thereby creating fixed interest rate long-term debt. The Company and certain financing subsidiaries mainly finance a portion of their operations by long-term debt with fixed interest rate and lend funds at variable interest rate. Therefore, such companies are exposed to interest rate risk. Management believes it is prudent to minimize the variability caused by interest rate risk. To meet this objective, the Company and certain financing subsidiaries principally enter into interest rate swaps converting the fixed rate to the variable rate to manage fluctuations in fair value resulting from interest rate risk. Under the interest rate swaps, the Company and certain financing subsidiaries receive fixed interest rate payments associated with medium-term notes and make variable interest rate payments, thereby creating variable-rate long-term debt. The hedging relationship between the interest rate swaps and its hedged item is highly effective in achieving offsetting changes in cash flows and fair value resulting from interest rate risk. Fair value hedge Changes in fair value of both recognized assets and liabilities, and derivative financial instruments designated as fair value hedges of these assets and liabilities are recognized in other income (deductions). Derivative financial instruments designated as fair value hedges include forward exchange contracts associated with operating transactions, cross currency swap agreements and interest rate swaps associated with financing transactions. Interest charges for the six months ended September 30, 2003 includes losses of JPY 448 million ($4,036 thousand) which represents the component excluded from the assessment of hedge effectiveness. Cash flow hedge Foreign Currency Exposure Changes in fair value of forward exchange contracts designated and qualifying as cash flow hedges of forecasted transactions and recognized assets and liabilities are reported in accumulated other comprehensive income (AOCI). These amounts are reclassified into earnings in the same period as the hedged items affect earnings. The sum of the amount of the hedging ineffectiveness and net gain or loss excluded from the assessment of hedge effectiveness is not material for the six months ended September 30, 2003 and 2002. As of September 30, 2003, the maximum length of time over which the Company and its subsidiaries are hedging their exposure to the variability in future cash flows associated with foreign currency forecasted transactions is approximately 56 months. Interest Rate Exposure Changes in fair values of interest rate swaps designated as hedging instruments for the variability of cash flows associated with long-term debt obligations are reported in AOCI. These amounts subsequently are reclassified into interest charges as a yield adjustment in the same period in which the hedged debt obligations affect earnings. Interest charges for the six months ended September 30, 2003 and 2002 includes losses of JPY 244 million ($2,198 thousand) and losses of JPY 87 million, respectively, which represents the component excluded from the assessment of hedge effectiveness. And interest charges for the six months ended September 30, 2003 includes losses of JPY 127 million ($1,144 thousand) which represents the component of the hedging ineffectiveness. The contract or notional amounts of derivative financial instruments held as of September 30, 2003 and March 31, 2003 are summarized as follows: Thousands of Millions of yen U.S. dollars ------------------------------------ ---------------- September 30, March 31, September 30, 2003 2003 2003 ----------------- --------------- ---------------- Forward exchange contracts: To sell foreign currencies 142,898 187,093 1,287,369 To buy foreign currencies 57,138 27,584 514,757 Cross currency swap agreements: To sell foreign currencies 34,441 51,789 310,279 To buy foreign currencies 125,599 128,717 1,131,523 Interest rate swaps 477,525 484,961 4,302,027 Option contracts 14,596 828 131,495 (15) Fair Value of Financial Instruments The following methods and assumptions are used to estimate the fair values of financial instruments: Investment in securities The fair value of investment in securities is estimated based on quoted market prices for these or similar securities. Long-term debt The fair value of long-term debt is estimated based on quoted market prices or the present value of future cash flows using the companies' incremental borrowing rates for similar borrowing arrangements. Cash and cash equivalents, Trade receivables, Short-term debt and Trade payables The carrying amount approximates the fair value because of the short maturity of these instruments. Derivative financial instruments The fair values of forward exchange contracts, cross currency swap agreements, interest rate swaps and option contracts are estimated on the basis of the market prices of derivative financial instruments with similar contract conditions. The carrying amounts and estimated fair values of the financial instruments as of September 30, 2003 and March 31, 2003 are as follows: Millions of yen --------------------------------------------------------------------------- September 30, 2003 March 31, 2003 ------------------------------------- ----------------------------------- Carrying Estimated Carrying Estimated amounts fair values amounts fair values ----------------- ---------------- ---------------- ---------------- Investment in securities: Short-term investments 254,178 254,178 186,972 186,972 Investments and advances 326,235 326,238 299,143 299,138 Derivatives (Assets): Forward exchange contracts 4,576 4,576 668 668 Cross currency swap agreements 563 563 279 279 Interest rate swaps 1,793 1,793 1,921 1,921 Option contracts 8 8 10 10 Long-term debt (1,966,034) (1,986,080) (2,014,738) (2,064,192) Derivatives (Liabilities): Forward exchange contracts (401) (401) (1,333) (1,333) Cross currency swap agreements (6,486) (6,486) (3,045) (3,045) Interest rate swaps (4,104) (4,104) (3,853) (3,853) Option contracts (59) (59) (3) (3) Thousands of U.S. dollars -------------------------------------- September 30, 2003 -------------------------------------- Carrying Estimated amounts fair values ------------------ ---------------- Investment in securities: Short-term investments 2,289,892 2,289,892 Investments and advances 2,939,054 2,939,081 Derivatives (Assets): Forward exchange contracts 41,225 41,225 Cross currency swap agreements 5,072 5,072 Interest rate swaps 16,153 16,153 Option contracts 72 72 Long-term debt (17,712,018) (17,892,613) Derivatives (Liabilities): Forward exchange contracts (3,613) (3,613) Cross currency swap agreements (58,432) (58,432) Interest rate swaps (36,973) (36,973) Option contracts (532) (532) It is not practicable to estimate the fair value of investments in unlisted common stock because of the lack of a market price and difficulty in estimating fair value without incurring excessive cost. The carrying amounts of these investments at September 30, 2003 and March 31, 2003 totaled JPY 80,696 million ($726,991 thousand) and JPY 75,860 million, respectively. (16) Merger and Acquisition On May 28, 2002, the Company signed a share exchange agreement with Hitachi Unisia Automotive, Ltd., former UNISIA JECS Corporation (UJ), to assume full ownership of UJ by exchanging 0.197 shares of the Company's common stock for each share of UJ common stock outstanding. The Company and UJ obtained third party valuations of the respective share prices which were used as a basis in negotiating the share exchange ratio. On October 1, 2002, the Company issued 25,143,245 shares of common stock, in the amount of JPY 23,635 million based on the quoted market price of JPY 940 per share as of the announcement date, April 18, 2002, for exchange with the UJ registered shareholders as of September 30, 2002. UJ manufactures automotive systems and components that support every area of basic vehicle function. The Company has strategically targeted the automotive products business and the purpose of making UJ a wholly owned subsidiary is to further expand this business. The effects of the acquisition to the balance sheet as of October 1, 2002 are as follows: Millions of yen --------------- Current assets 68,427 Non-current assets 121,248 Goodwill 10,435 Current liabilities (99,453) Non-current liabilities (76,120) Net assets acquired (23,635) Net assets previously acquired (902) On a pro forma basis, revenue, net income and the per share information of the Company, with assumed acquisition dates for UJ of April 1, 2002 and 2001, respectively, would not differ materially from the amount reported in the accompanying consolidated financial statements as of and for the years ended March 31, 2003 and 2002. On December 31, 2002, the Company purchased a majority ownership in a company to which hard disk drive operations and related intellectual property portfolio had been transferred from International Business Machines Corp. (IBM) for a total cash purchase price, subject to adjustment, of JPY 243,480 million. This purchase price adjustment may reduce the purchase price and the amount of goodwill recorded upon acquisition. The purchase price is payable in three installments, of which the first installment payment was paid on December 31, 2002 with the remaining payments due in December 2003 and 2005. On January 1, 2003, this company began operating as Hitachi Global Storage Technologies Netherlands B.V. (HGST). HGST offers full array of hard-disk and this acquisition complemented and expanded the Company's product portfolio, production capacity, research and development and distribution channel globally. Upon closing, the Company obtained full voting rights to HGST and, as a result, has consolidated all of its assets and liabilities in the consolidated balance sheet, with the remaining installment payments recorded as liabilities. The effects of this purchase as of December 31, 2002 are as follows: Millions of yen --------------- Current assets 106,357 Non-current assets 184,326 Goodwill 13,653 Current liabilities (24,737) Non-current liabilities (32,159) Net assets acquired (247,440) The purchase price upon closing is as follows: Millions of yen --------------- Cash paid to IBM as of December 31, 2002 169,680 Cash to be paid to IBM 73,800 Direct acquisition costs 3,960 ------- Total purchase price 247,440 ======= In-process research and development assets amounting to JPY 2,787 million have been acquired as part of the purchase and have been written off at the date of acquisition as these assets are considered as not having alternative use. The write-off has been recorded as selling, general and administrative expenses. On a pro forma basis, revenue, net loss and the per share information of the Company, with assumed acquisition dates of April 1, 2002 and 2001, respectively, are as follows: Millions of yen --------------------------------- 2003 2002 --------------- ----------------- Revenue 8,541,202 8,480,778 Net loss (149,891) (529,055) Yen --------------------------------- 2003 2002 --------------- ----------------- Basic net loss (44.72) (158.50) Diluted net loss (44.84) (158.50) (17) Divestiture of Semiconductor & Integrated Circuits operation On April 1, 2003, Renesas Technology Corp., which focuses on system LSI (Large Scale Integration) operation, was incorporated through a corporate split procedure, where Semiconductor & Integrated Circuits operations of the Company and Mitsubishi Electric Corporation were spun-off. Renesas Technology Corp. was capitalized with JPY 50,000 million through the issuance of 5,000,000 shares of common stock. The Company and Mitsubishi Electric Corporation received 2,750,000 shares and 2,250,000 shares, respectively. Renesas Technology Corp. 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 and assets and liabilities of the operations will be excluded from the consolidated balance sheet. Total assets and net assets of the operations as of April 1, 2003 amounted to approximately JPY 596,118 million and JPY 147,443 million, respectively. SEGMENT INFORMATION Industry Segments Hitachi, Ltd. and Subsidiaries Six months ended September 30, 2003 and 2002 Millions of Millions of yen U.S. dollars (A)/(B) --------------------------------- ------------ 2003 (A) 2002 (B) 2003 x 100 ------------------------------------------------------------------------------------------------------------------------------------ Sales: Information & Telecommunication Systems 1,053,279 878,230 9,489 120% (22%) (18%) --------------- ---------------- -------------- --------- Electronic Devices 607,529 766,417 5,473 79 (13%) (16%) --------------- ---------------- -------------- --------- Power & Industrial Systems 1,073,439 1,068,101 9,671 100 (22%) (22%) --------------- ---------------- -------------- --------- Digital Media & Consumer Products 585,411 597,689 5,274 98 (12%) (12%) --------------- ---------------- -------------- --------- High Functional Materials & Components 622,206 613,061 5,605 101 (13%) (12%) --------------- ---------------- -------------- --------- Logistics, Services & Others 612,969 700,613 5,522 87 (13%) (14%) --------------- ---------------- -------------- --------- Financial Services 267,923 293,321 2,414 91 (5%) (6%) --------------- ---------------- -------------- --------- Subtotal 4,822,756 4,917,432 43,448 98 (100%) (100%) --------------- ---------------- -------------- --------- Eliminations & Corporate items (781,349) (1,000,941) (7,039) - --------------- ---------------- -------------- --------- Total 4,041,407 3,916,491 36,409 103% =============== ================ ============== ========= Operating Income (Loss): Information & Telecommunication Systems 5,399 42,167 49 13% (15%) (53%) --------------- ---------------- -------------- --------- Electronic Devices 3,675 (7,918) 33 - (11%) (-10%) --------------- ---------------- -------------- --------- Power & Industrial Systems 7,935 11,111 71 71 (23%) (14%) --------------- ---------------- -------------- --------- Digital Media & Consumer Products 728 5,747 7 13 (2%) (7%) --------------- ---------------- -------------- --------- High Functional Materials & Components 9,233 9,042 83 102 (26%) (11%) --------------- ---------------- -------------- --------- Logistics, Services & Others (397) 1,457 (4) - (-1%) (2%) --------------- ---------------- -------------- --------- Financial Services 8,195 18,653 74 44 (24%) (23%) --------------- ---------------- -------------- --------- Subtotal 34,768 80,259 313 43 (100%) (100%) --------------- ---------------- -------------- --------- Eliminations & Corporate items (14,529) (18,571) (131) - --------------- ---------------- -------------- --------- Total 20,239 61,688 182 33% =============== ================ ============== ========= Notes: 1. Net sales by industry segment include intersegment transactions. 2. SEGMENT INFORMATION is disclosed in accordance with a ministerial ordinance under the Securities and Exchange Law of Japan. 3. In order to be consistent with financial reporting principles and practices generally accepted in Japan, operating income (loss) is presented as net sales less cost of sales and selling, general and administrative expenses. The Company believes that this is useful to investors in comparing the company's financial results with those of other Japanese companies. Under accounting principles generally accepted in the United States of America, restructuring charges, net gain or loss on sale and disposal of rental assets and other property, impairment losses, special termination benefits and the losses resulting from the adoption of EITF Issue No. 03-2 "Accounting for the Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities" are included as part of operating income (loss). See the consolidated statements of income and notes 11 and 12 to the consolidated financial statements. 4. The figures in this information are expressed in yen and, solely for the convenience of the reader, have been translated into United States dollars at the rate of JPY 111=U.S.$1, the approximate exchange rate prevailing on the Tokyo Foreign Exchange Market as of September 30, 2003. Geographic Segments Hitachi, Ltd. and Subsidiaries Six months ended September 30, 2003 and 2002 Millions of Millions of yen U.S. dollars (A)/(B) ---------------------------------- ------------ 2003 (A) 2002 (B) 2003 x 100 ------------------------------------------------------------------------------------------------------------------------------- Sales: Japan Outside customer sales 2,964,920 3,003,621 26,711 99% (64%) (65%) Intersegment transactions 413,478 501,040 3,725 83 (9%) (11%) Total 3,378,398 3,504,661 30,436 96 (73%) (76%) --------------- --------------- -------------- ---------- Asia Outside customer sales 455,943 312,220 4,107 146 (10%) (7%) Intersegment transactions 144,482 168,355 1,302 86 (3%) (3%) Total 600,425 480,575 5,409 125 (13%) (10%) --------------- --------------- -------------- ---------- North America Outside customer sales 399,425 394,660 3,598 101 (9%) (9%) Intersegment transactions 12,890 19,434 116 66 (0%) (0%) Total 412,315 414,094 3,714 100 (9%) (9%) --------------- --------------- -------------- ---------- Europe Outside customer sales 182,461 177,056 1,644 103 (4%) (4%) Intersegment transactions 19,622 12,281 177 160 (0%) (0%) Total 202,083 189,337 1,821 107 (4%) (4%) --------------- --------------- -------------- ---------- Other Areas Outside customer sales 38,658 28,934 349 134 (1%) (1%) Intersegment transactions 1,155 1,323 10 87 (0%) (0%) Total 39,813 30,257 359 132 (1%) (1%) --------------- --------------- -------------- ---------- Subtotal 4,633,034 4,618,924 41,739 100 (100%) (100%) --------------- --------------- -------------- ---------- Eliminations (591,627) (702,433) (5,330) - --------------- --------------- -------------- ---------- Total 4,041,407 3,916,491 36,409 103% =============== =============== ============== ========== Millions of Millions of yen U.S. dollars (A)/(B) ---------------------------------- -------------- 2003 (A) 2002 (B) 2003 x 100 ----------------------------------------------------------------------------------------------------------------------------- Operating Income (Loss): Japan 37,208 65,775 335 57% (79%) (78%) --------------- ---------------- -------------- ---------- Asia (513) 7,740 (5) - (-1%) (9%) --------------- ---------------- -------------- ---------- North America 1,714 3,037 16 56 (4%) (4%) --------------- ---------------- -------------- ---------- Europe 7,188 6,442 65 112 (15%) (8%) --------------- ---------------- -------------- ---------- Other Areas 1,368 748 12 183 (3%) (1%) --------------- ---------------- -------------- ---------- Subtotal 46,965 83,742 423 56 (100%) (100%) --------------- ---------------- -------------- ---------- Eliminations & Corporate items (26,726) (22,054) (241) - --------------- ---------------- -------------- ---------- Total 20,239 61,688 182 33% =============== ================ ============== ========== Sales by Market Hitachi, Ltd. and Subsidiaries Six months ended September 30, 2003 and 2002 Millions of Millions of yen U.S. dollars (A)/(B) ---------------------------------- ------------ 2003 (A) 2002 (B) 2003 x 100 ----------------------------------------------------------------------------------------------------------------------------- Japan 2,636,362 2,633,108 23,751 100% (65%) (67%) --------------- ---------------- -------------- --------- Outside Japan Asia 553,783 498,594 4,989 111 (14%) (13%) --------------- ---------------- -------------- --------- North America 428,218 426,980 3,858 100 (11%) (11%) --------------- ---------------- -------------- --------- Europe 303,458 262,185 2,734 116 (7%) (7%) --------------- ---------------- -------------- --------- Other Areas 119,586 95,624 1,077 125 (3%) (2%) --------------- ---------------- -------------- --------- Subtotal 1,405,045 1,283,383 12,658 109 (35%) (33%) --------------- ---------------- -------------- --------- Total 4,041,407 3,916,491 36,409 103% (100%) (100%) =============== ================ ============== =========