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For the fiscal year ended March 31, 2012 (、2.1Mバイト)

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(1)

H i t a c h i K o k u s a i E l e c t r i c

(2)

Sales by Industry

Segments

Total ¥147,184 million Total ¥147,184 million Japan ¥83,785 million Other, Adjustments and eliminations ¥725 million

Eco- and Thin Film Processing ¥65,330 million North America ¥12,372 million Korea ¥23,334 million Taiwan ¥14,141 million

Europe and others ¥2,360 million Other Asia ¥11,192 million

55.1%

56.9%

7.6%

7.6%

15.9%

9.6%

8.4%

1.6%

1.6%

44.4%

0.5%

0.5%

( ) ( ) ( )

Sales by Geographical

Countries or Areas

Cautionary Statement With Respect to Forward-looking Statements: Statements made in this annual report with respect to Hitachi Kokusai Electric’s plans and projections as well as other statements that are not historical facts are forward-looking statements, which involve risks and uncertainties. Potential risks and uncertainties include, without limitation, general economic conditions in Hitachi Kokusai Electric’s markets, exchange rates and Hitachi Kokusai Electric’s ability to continue to win customers’ acceptance of its products, which are offered in highly competitive market characterized by continual new product introductions and rapid developments in technology.

Note: Effective from fiscal 2011, Hitachi Kokusai Electric has reclassified its business segments. Data for fiscal 2009 and 2010 has been adjusted to conform to the revised classification to enable a comparison with fiscal 2009 and 2010.

Contents

Hitachi Kokusai Electric is a provider of information

communication systems that offer borderless

capa-bilities through compatibility with global standards

on which the next generation of mobile

communica-tion systems will be based. We offer total support of

broadcasting and video systems that shape our

image culture, and are moving forward with research

and development on the provision of mobile

multi-media products and systems. Next-generation

advanced information and communication systems

will be based on semiconductors. Hitachi Kokusai

Electric is also moving forward with semiconductor

manufacturing systems.

Hitachi Kokusai Electric is already a leading

manufac-turer of semiconductor manufacturing systems that

are held in high regard by semiconductor

manufac-turers the world over. The Company is constantly

utilizing its advanced research and development

capabilities to provide new, next-generation

prod-ucts that incorporate the latest advances in

semicon-ductor manufacturing technology.

Consolidated Statement of Operations 16

Consolidated Statement of Comprehensive Income 17 Consolidated Statement of Changes in Net Assets 18

Consolidated Statement of Cash Flows 19

Notes to Consolidated Financial Statements 21

Report of Independent Auditors 44

Corporate Data 45

Investor Information 46

Consolidated Financial Highlights 1

Top Message 2

Topics 6

Hitachi Kokusai Electric at a Glance 8

Corporate Governance 10

R&D 12

Financial Review 13

Consolidated Balance Sheet 14

(3)

FY2010 FY2011

(Millions of Yen) (Millions of Yen) (Millions of Yen)

FY2012 FY2010 FY2011 FY2012 FY2010 FY2011 FY2012 0

50,000 100,000 150,000

0 1,000 2,000 3,000 4,000 5,000 6,000

0 50,000 100,000 150,000 200,000

Net sales

Operating income (loss)

Net income (loss)

Capital investment

Depreciation

Total assets

122,089

4,592

1,796

149,784 149,066

(Millions of Yen)

0 2,500 5,000 10,000 7,500

-7,500 -5,000 -2,500

FY2010 FY2011 FY2012

(1,808)

(4,299) (5,065) 3,956 142,706

4,244 147,184

3,425 3,434 3,397

152,065 8,314

5,120

Millions of Yen

Thousands of U.S. Dollars

For the Year ended March 31:

2012 2011 2010 2012

Net sales 147,184 142,706 122,089 1,790,777

Operating income (loss) 8,314 3,956 (4,299) 101,156

Net income (loss) 5,120 (5,065) (1,808) 62,295

Cash dividends 1,234 1,234 1,029 15,014

Capital investment 3,434 3,425 1,796 41,781

Depreciation 3,397 4,244 4,592 41,331

R&D costs 12,596 14,172 15,028 153,255

Millions of Yen

Thousands of U.S. Dollars

At Year-End:

2012 2011 2010 2012

Total assets 152,065 149,784 149,066 1,850,164

Total net assets 78,243 73,703 78,201 951,977

Yen U.S. Dollars

Per Share Data:

2012 2011 2010 2012

Net income (loss) 49.80 (49.25) (17.57) 0.61

Cash dividends 12.00 12.00 10.00 0.15

Note: The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of ¥82.19 to $1, the rate of exchange at March 31, 2012.

Diluted net income per share is not disclosed because it is anti-dilutive the years ended March 31, 2012 and 2011.

Hitachi Kokusai Electric Inc. and Consolidated Subsidiaries

Years Ended March 31

(4)

In the fiscal 2011, Hitachi Kokusai Electric Inc. and its

consolidated subsidiaries (“the Hitachi Kokusai Electric

Group” or “the Group”) continued to confront a harsh

operating environment. This was largely attributable to

uncertainties surrounding the global economy due mainly

to financial instability in Europe and cutbacks in capital

expenditure in Japan in the wake of the Great East Japan

Earthquake. Despite these difficult conditions there were

indications of a partial turnaround. This was primarily

evident in a pickup in investment activity by major

semiconductor manufacturers against the backdrop of

reconstruction demand following the Great East Japan

Earthquake.

Under these circumstances, the Hitachi Kokusai

Electric Group took steps to bolster its business structure.

In addition to engaging in strategic project activities

aimed at leveraging the upswing in reconstruction

demand to trigger an increase in orders, the Group

continued to promote business structure reform and

curtail operating expenses. As a specific globalization

measure, Hitachi Kokusai Electric acquired shares of a

major Brazilian broadcast transmitter manufacturer. The

newly acquired company was included in the Company’s

scope of consolidation as a subsidiary company under the

name Hitachi Kokusai Linear Equipamentos Eletrônicos

S/A (“HKL”) in October 2011.

Taking the aforementioned and other factors into

consideration, orders received in fiscal 2011 climbed

¥8,723 million, or 6.0%, compared with fiscal 2010 to

¥153,453 million. Net sales also increased ¥4,478 million,

or 3.1%, year on year to ¥147,184 million. From a profit

perspective, operating income surged ¥4,358 million, or

110.2%, to ¥8,314 million owing mainly to the

improvement in net sales as well as the positive flow-on

effects of business structure reform. Ordinary income

jumped ¥4,947 million, or 134.1%, compared with fiscal

2010 to ¥8,636 million. Net income for fiscal 2011

amounted to ¥5,120 million. This was compared with the

net loss of ¥5,065 million incurred in fiscal 2010.

Operating conditions by business segment for fiscal

Hitachi Kokusai Electric will build an optimal

and robust business structure across the entire

Group by business structure reform focusing

on the video and wireless network segment,

production system synergies and relationships

between Group companies.

Top

Message

1. Business Results

for the Fiscal Year Ended

March 31, 2012 (Fiscal 2011)

(5)

2011 were as follows.

(1) Video and wireless network

During fiscal 2011, demand in this segment mainly for

disaster prevention wireless and monitoring systems

remained firm. This largely reflected the growing

awareness toward disaster prevention amid the pickup in

reconstruction demand following the Great East Japan

Earthquake. In addition to pushing forward such initiatives

as the earthquake disaster reconstruction program and

the sales expansion project in an effort to increase the

amount of orders received, the Group worked diligently

to improve its earnings by promoting business structure

reform and reducing operating expenses.

As a result, order received came to ¥92,585 million.

This represented a ¥16,308 million, or 21.4%, increase

compared with fiscal 2010. Net sales, on the other hand,

remained subdued totaling ¥81,129 million, a nominal

¥626 million, or 0.8%, improvement year on year.

Buoyed by this modest upswing in net sales as well

as business structure reform and successful efforts to

reduce costs, operating income in this segment totaled

¥302 million, a massive turnaround from the operating

loss of ¥5,160 million recorded in fiscal 2010.

(2) Eco- and thin film processing (semiconductor

manufacturing and other systems)

Due largely to the slump in semiconductor business

conditions, this segment is operating within a market that

is showing growing signs of polarization between

manufacturers that continue to engage in proactive

investment and manufacturers that have decided to

forego future capital expenditure. Against this backdrop,

the Company has endeavored to nurture close-knit ties

with its customers, channeled its energies toward the

development of high value-added products and worked

to strengthen its service business. Through these means,

every effort has been made to steadfastly capture

demand.

Despite these endeavors, orders received amounted

to ¥60,175 million, a drop of ¥7,450 million, or 11.0%,

compared with fiscal 2010. Net sales, on the other hand,

totaled ¥65,330 million, an increase of ¥3,925 million, or

6.4%, year on year.

Mid-term Managerial Plan “HK-AV 10”

Mission

- To be a social innovator trusted by customers and creating new value in the next era

Goal

- To become the top global company in video and wireless network system solutions

- To become the top global company in eco- and thin film processing solutions

(6)

the numerical management targets identified under

HK-AV 10, namely a three-year average operating income

margin of 10% in fiscal 2015.

(1) Strengthen the business structure

In fiscal 2012, Hitachi Kokusai Electric will build an optimal

and robust business structure across the entire Group. To

this end, the Company will further strengthen business

structure reform focusing mainly on the video and

wireless network segment, create production system

synergies by integrating business bases and rebuild

relationships between Group companies.

In addition, Hitachi Kokusai Electric will actively

participate in the Hitachi Group’s Smart Transformation

Project which places the utmost emphasis on cost

structure reform. Moving forward, the Company will

make every effort to achieve the two core objectives of

the Project: transform to a cost structure that will allow

Hitachi Kokusai Electric to prevail globally; and shift the

focus of technologies to creating high-quality products at

low cost.

(2) Bolster strategic business development

In order to excel in markets that are increasingly

competitive, Hitachi Kokusai Electric will clarify and carry

out its business strategies with a greater sense of urgency.

Focusing on expanding within the global market, the

Company will bolster strategic business development by

expanding its business through increased collaboration

with other companies including the Hitachi Group, and

adopted a policy of business selection and concentration.

(3) Reinforce efforts to incorporate market needs into

product planning and development

Hitachi Kokusai Electric will place additional weight on

promoting a market-in approach in order to more

accurately and quickly grasp customer needs, which lie at

the heart of its business strategy. This spring, for example,

On the earnings front, operating income in this

segment declined ¥1,020 million, or 11.0%, compared

with fiscal 2010 to ¥8,293 million. Despite higher net

sales, this decrease was largely attributable increased

costs on the back of strategic new product and business

field investment.

Buffeted by prolonged financial instability in Europe as

well as the flow-on effects of soft economic activity in

developed countries, the global economy as a whole

including developing countries is showing signs of

weakness. Despite the benefits of reconstruction demand

following the Great East Japan Earthquake, the Japanese

economy is far removed from a substantial turnaround

and is in fact witnessing increasingly intense competition.

Turning to the Company’s HK-AV 10, mid-term

managerial plan, launched in May 2010, Hitachi Kokusai

Electric extended the term of the plan by one year to

fiscal 2015. This decision to extend the plan was based

on changing business conditions and the ability of the

Company to achieve established targets.

Under these circumstances, and with an eye to

clarifying the Group’s ideal future image as well as the

significance of its existence, Hitachi Kokusai Electric

revised its fundamental management policies and put in

place a new corporate and management philosophy

(Corporate Statement and Hitachi Kokusai Electric Way)

as well as a Group Code of Conduct. Guided by this new

corporate management philosophy that emphasizes the

Company’s focus on realizing a society of security, safety

and happiness through the creation of value and the

application of advanced technologies that push the

boundaries of tomorrow, Hitachi Kokusai Electric will

promote the following measures in an effort to achieve

(7)

the Company reorganized its research and development

activities while putting in place a structure that promotes

increasingly close-knit ties with business divisions. In this

manner, every effort will be made to ramp up the

development of technologies that have the capacity to

lead the market, and to further hone core technologies

that match the Company’s business strategies. In addition,

steps were taken to integrate the divisions that oversee

and control domestic and overseas sales and marketing.

In this manner, Hitachi Kokusai Electric has laid the

foundation to more accurately identify markets and needs

and to engage in dynamic business development by

effectively injecting marketing capabilities and resources.

(4) Promote globalization

Looking ahead, Hitachi Kokusai Electric will build a

business structure that does not overly depend on exports

as a part of efforts to expand business in global markets

that are expected to enjoy future growth. Positioning

operations in Japan at the core of coordinating activities

and the driving force behind research and development

as well as production, the Company will work to unify the

resolve of production, sales and service bases all over the

world while engaging in optimal production as well as

sales and marketing activities that match the circumstances

of each region based on a policy of local production for

local consumption.

(5) Contribute to disaster recovery and restoration

Hitachi Kokusai Electric will continue to engage in

restoration and reconstruction support activities in Japan

following the Great East Japan Earthquake. As a corporate

group that is responsible for providing society with

essential infrastructure, steps will be taken to participate

in a wide range of businesses that focus on the

reconstruction of safe and secure cities.

Guided by a new corporate philosophy, and as a member

of the Hitachi Group, the Hitachi Kokusai Electric Group

will strive to become a social innovator trusted by

customers that creates new value in the next era.

Hitachi Kokusai Electric has positioned the ongoing and

stable payment of cash dividends as a key management

priority. In determining the level of cash dividend payment,

the Company also takes into account such factors as

performance as well as the status of cash flow.

In fiscal 2011, Hitachi Kokusai Electric brought to

account an extraordinary loss to cover business structure

improvement costs. Taking into consideration, however,

the aforementioned basic policy which emphasizes the

payment of stable cash dividends as well as future

performance forecasts, the Company paid a period-end

cash dividend of ¥8 per share. Coupled with the interim

cash dividend of ¥4 per share paid in December 2011, the

annual cash dividend totaled ¥12 per share. Moving

forward to fiscal 2012, Hitachi Kokusai Electric is

anticipating an improvement in its operating results from

the second half of the period. On this basis, the forecast

cash dividend for fiscal 2012 is ¥12 per share comprising

an interim cash dividend of ¥4 per share and a

period-end cash dividperiod-end of ¥8 per share.

Turning to internal reserves, every effort will be made

to strengthen the Company’s management structure

while streamlining investment in new technology and

product development. Based on these initiatives, Hitachi

Kokusai Electric will strive diligently to enhance its

corporate value.

Manabu Shinomoto

(8)

Video and Wireless Network

Eco- and Thin Film Processing

New Concept Thermal Process System

“QUINTEX”

Entering the Brazilian Digital Terrestrial Digital Broadcasting Market through

the Acquisition of Shares in a Leading Local Manufacturer

Hitachi Kokusai Electric launched a new product at the SEMICON JAPAN Exhibition held in December 2011.

QUINTEX utilizes a distinctive reaction chamber-type structure and gas flow to achieve a synchronous deposition process. Based on an innovative concept that balances the needs for high productivity and through-put, this new product boasts the following attributes.

Features:

(1) High productivity utilizing an ultra fast deposition process

(2) Varied deposition utilizing a reaction chamber that enables plasma processing (innovative turn table design facilitating plasma enhance-ment)

(3) High speed transfer based on a dual arm conveyance systems (extendable dual arm robot systems facilitating high mechanical through-put)

Looking ahead, Hitachi Kokusai Electric will expand sales of this new product, which is expected to contribute to advanced device manufacturing processes. QUINTEX is representative of the Company’s efforts to address the demands of semiconductor device manufacturers, who place the utmost emphasis on miniaturization, sophistication and high productivity. Brazil’s broadcasting equipment market is expected to expand dramatically as analog broadcasting comes to a close in 2016.

In an effort to enter the broadcasting market in Brazil and other South American countries, where the decision has been made to adopt the Japanese broadcasting standard with respect to terrestrial digital broadcasting equipment, Hitachi Kokusai Electric acquired the shares of Linear Equipamentos Eletrônicos S/A (Minas Gerais, Brazil; “Linear”), a leading Brazilian manufacturer of broadcasting transmitter equipment. Following the acquisition of shares, operations commenced at the newly named company, Hitachi Kokusai Linear Equipamentos Eletrônicos S/A (“HKL”), in October 2011.

A number of major events are scheduled to be held in Brazil over the next several years. Chief among these events are the 2014 FIFA World Cup and the Summer Olympics to be held in Rio de Janeiro in 2016. In response to the projected increase in renewal demand for digital broadcasting equipment, HKL will take steps to quickly put in place a timely supply structure and systems. Utilizing the reliability of its digital technologies as well as planning and manufacturing know-how that Hitachi Kokusai Electric has accumulated in Japan in combination with the product capabilities of Linear and its strengths within the local Brazil-ian market, steps will be taken to expand market share and to further develop business globally.

* FIFA: Federation Internationale de Football Association

OCTOBER 2011

DECEMBER 2011

Name Hitachi Kokusai Linear Equipamentos Eletrônicos S/A Location Santa Rita do Sapucai, the State of Minas Gerais, the

Federative Republic of Brazil

Representative Shigeru Kimura, Chairman of the Board and CEO (Executive Officer, responsible for South American business promotion, Hitachi Kokusai Electric Inc.) Number of Employees 320

(9)

Hitachi Kokusai Electric Launches the HD-SDeye Series of Surveillance Camera

Systems with the Release of New Products Compatible with HD-SDI Standards

Hitachi Kokusai Electric launched two models and a multi-unit in its new HD-SDeye series of surveillance cameras compatible with HD-SDI standards.

The two surveillance camera models are full-HD color cameras equipped with a 1/3-type 2.2 million pixel MOS compatible with HD-SDI standards. Both models boast new MOS sensors and adaptive noise reduction functions coupled with a minimum subject illuminance of 0.2lx for high sensitivity to facilitate color image recording during the day and black and white image recording at night. This is turn helps realize 24-hour, 365-day continuous surveillance. Moreover, images taken by these cameras can be transmitted without compressing allowing for immediate real time display.

In addition, the HD-SDI standard can accommodate the same coaxial cable used in analog cameras. Accordingly, installation and assembly is simple. Moreover, taking into consideration a maximum of 100m for HD-SDI non-compressed transmission and a maximum of 300m video transmission for HD-VLC compressed transmission in combination with the MU-HD101 multi-unit, the changeover from analog cameras to high-definition surveillance full HD cameras can be realized without the concern of wiring distance.

Harnessing the characteristic features of full HD high picture quality and easy installation, Hitachi Kokusai Electric will work to realize a safe and secure environment across a wide range of fields.

* Hitachi Kokusai Electric has lodged an application for trademark registration for HD-SDeye. * HD-VLC compression: A transmission method that extends the existing transmission distance from

100m to 300m without incurring High Definition Serial Digital Interface (HD-SDI) signal deterioration with delays comparable to HD-SDI. HD-VLC™ is a registered trademark of Gennum Corporation.

Hitachi Kokusai Electric received Intel Corporation’s Fiscal 2011 Supplier Continuous Quality Improvement award. Recognized for the fifth consecutive year, Hitachi Kokusai Electric is one of nine companies to be acknowledged for its extraordinary commitment to quality and its exceptional performance in achieving Intel’s established goals.

In order to get qualified for SCQI award, suppliers must score at least 95% on a report card that assesses performance and the ability to meet specified cost, quality, availability, technology, environmental, social and governance goals. At the same time, suppliers must achieve 90% or higher on a challenging improvement plan while demonstrating solid quality and business systems. Based on these criteria, the SCQI award is Intel’s highest honor for its suppliers acknowledging world-class performance.

Hitachi Kokusai Electric supplied Intel with diffusion furnace semiconductor production equipment. A diffusion furnace is a device that is employed in the thermal process used to make thin film on the surface of an Si wafer substrate, that is essential step to make electronic circuit on the substrate. The award recognizes the Company’s quality, economy and overall service.

Acknowledged for the fifth consecutive year, Hitachi Kokusai Electric is honored to again receive this SCQI award for its wide-ranging contributions to advanced manufacturing technology in the semiconductor industry. Moving forward, the Company will use this acclaim for its products, services and quality as motivation to reach even loftier goals.

Note: Intel is a trademark of Intel Corporation in the United States and other countries. Other company and product names are the trademarks or registered trademarks of each company generally.

Hitachi Kokusai Electric Receives Intel’s Prestigious Supplier Continuous

Quality Improvement (SCQI) Award

Photo courtesy of Mr. Jeff Caroli.

APRIL 2012

APRIL 2012

(10)

Video and Wireless Network

Eco- and Thin Film Processing

55.1

%

¥81,129 million

Share of net sales

44.4

%

¥65,330 million

Share of net sales

81,129

302

0 20,000 40,000 60,000 80,000 100,000

FY2009 FY2010 FY2011

94,718

(2,934)

80,503

(5,160)

Net sales Operating income (loss)

Note: Effective from fiscal 2011, Hitachi Kokusai Electric has reclassified its business segments. Data for fiscal 2009 and 2010 has been adjusted to conform to the revised classification to enable a comparison with fiscal 2009 and 2010.

65,330

0 20,000 40,000 60,000 80,000

-10,000 0 200 400 600 800 1,000

-2,000 0 5,000 10,000 15,000 20,000

FY2009 FY2010 FY2011

27,371

(1,365)

8,293 61,405

9,313

Net sales Operating income (loss)

Net sales and operating income

Net sales and operating income

Hitachi Kokusai Electric Inc. and Consolidated Subsidiaries

Year Ended March 31, 2012

(11)

Product Line

Product Line

Wireless Communication Systems

Infrastructure for Mobile Telecommunications

Public Protection Disaster-Relieve (PPDR) Systems

Radio Communication Systems for Transportation

Local Area Wireless Communication Systems

Radio Communication Systems for Fire Departments

Land Mobile Radio Communication Products

High-speed Wireless Repeaters

Information Solutions

Financial Solution Systems

Financial Information Display Systems

Multimedia Information Display Systems

Broadcasting Systems

Tapeless Servers Systems

Transmitter Systems

Short Wave Digital Radio Broadcasting Systems

Receiver Systems

Broadcasting Cameras

Area One-seg Systems

Home Receiver Equipments

Surveillance Cameras and

Video Processing Systems

Wide-area Network Surveillance Systems

Plant Monitoring Systems

Security Surveillance Systems

Industrial Video Cameras

Semiconductor Manufacturing Systems

Batch Thermal Process System

Batch High Temperature Anneal Processing System

Batch SiGe/Si Epitaxial Growth System

(12)

Basic Structure

Hitachi Kokusai Electric has adopted the company with

committees system as a part of efforts to ensure timely

decision making as well as transparent management.

The Company places every emphasis on securing the

adequacy, relevance and efficacy of its operations as

the means to promote management reform. To this

end, Hitachi Kokusai Electric maintains a Board of

Directors, half of whose members are external

appointments. The Board of Directors deter mines the

Company’s basic management policies and delegates

decision-making authority to Executive Officers.

Working in unison with each committee, the Board of

Directors serves as Hitachi Kokusai Electric’s principal

oversight authority, supervising executive officers in the

execution of their duties. Within this framework, outside

directors remain independent from the Company,

actively providing their objective and unbiased opinions.

In this regard, outside directors fulfill an important role

and function in further enhancing the transparency and

soundness of Hitachi Kokusai Electric’s management.

An overview of the current status of the Company’s

corporate governance structure and systems is provided

briefly as follows.

(1) The execution of business activities and duties

Within the scope of statutory and regulatory

requirements, considerable authority is delegated

to Executive Officers with respect to important

matters as they relate to the Company’s business

operations in an effort to accelerate the

decision-making process. While individual Executive Officers

are provided with decision-making authority for

their particular areas of responsibility, in accordance

with the segregation of duties determined by the

Board of Directors, Executive Officers’ Meeting,

comprising all Executive Officers are held to

deliberate on matters of major importance. The

Executive Officers’ Meeting is designed to facilitate

discussion that incorporates wide-ranging and

diverse input and opinions prior to a decision being

made.

The type and details of all other matters for

determination by Executive Officers are defined in

the Company’s internal rules and regulations. All

necessary procedures are taken as and when

required in accordance with these internal rules

and regulations.

(2) The monitoring and audit functions

In collaboration with such internal organizations as

the Nomination, Audit and Compensation

committees, the Board of Directors monitors the

overall manage ment of the Company including the

execution of duties.

In addition, the activities of the Board of

Directors and each committee are supported by

their own departments. A designated specialist

department has been established particularly for

the Audit Committee to ensure that audits are

conducted in an appropriate and effective manner.

Employees within this department are not subject

to the directions and instructions of Executive

Officers.

a. The Board of Directors

The Board of Directors monitors the overall

management of the Company. Accordingly,

the Board of Directors receives reports from

the Nomination, Audit and Compensation

committees in connection with the status of

each committee’s activities. At the same time,

the Board of Directors receives reports directly

from each Executive Officer outlining details

of the execution of Executive Officer duties.

b. The Nomination Committee

The Nomination Committee selects and

determines candidates for the position of

Director, who are then proposed at the

Company’s

shareholders’

meetings

for

approval. In order to ensure the highest quality

management, the Nomination Committee

selects Director candidates from both inside

and outside the Company based on a

comprehensive criteria than encompasses

personality, experience, knowledge, ability

and numerous other factors.

(13)

c.

The Audit Committee

In addition to determining the Company’s

audit policies and plans, the Audit Committee

engages in follow up activities to ensure that

designated employees conducting each audit

do so in accordance with subject audit policies

and plans. Complementing these initiatives

aimed at securing the efficacy of each audit,

the Audit Committee also promotes and

monitors the sharing of information and other

collaborative measures among the Internal

Audit Department, Independent Auditors and

corporate auditors of Group subsidiaries.

d. The Compensation Committee

The Compensation Committee formulates the

basic policy for determining the compensation

be paid to the Company’s Directors and

Executive Officers. At the same time, the

Compensation Committee evaluates the

performance of each Director and Executive

Officer and determines the evaluation

amount.

Internal Control / Risk Management

The Company designates Executive Officers, formulates

internal rules and regulations as well as management

and operating standards and implements internal audits

on a regular basis with respect to all risks associated

with the management and control of the Company’s

business activities including compliance, information

security, the environment, disaster, quality assurance

and exports. Drawing on deliberations undertaken at

and reports tabled to Executive Officer and other

meetings, Executive Officers work diligently to identify

potential additional new risks and to formulate

preventive measures.

In connection with its internal reporting systems,

the Company has adopted a structure that is supported

by legal counsel. Every effort is also made to secure the

widest possible coverage, with internal reporting

systems extending across the Company’s full- and

part-time employees as well as the employees of Group

companies and business partners. Through these

means, Hitachi Kokusai Electric is endeavoring to ensure

an open and fair internal reporting system.

Corporate Governance Structure

General Meeting of Shareholders

Nomination Committee

Compensation Committee Board of Directors

CSR Promotion Center Compliance Internal Audit

Accounting Audit Supervision Audit

Assistance

Cooperation

Cooperation

Business Execution

Board of Directors Office

Decision-making and Supervision

Executive Officers, Executive Officers’ Meeting

Chief Executive Officer Executive Officer

Appointment and Dismissal

Audit Committee

Internal Auditing Office

Accounting Auditor

(14)

The Hitachi Kokusai Group devotes particular emphasis

on its R&D activities methodically in order to contribute

to a safe and prosperous society by providing products

across such wide-ranging fields as communication/

information, broadcasting/video and semiconductor

manufacturing, which form the very basis of a ubiquitous

society.

Our R&D activities are managed and conducted in

relationship with the following three broad phases. The

first phase entails the development of new products

and technologies in which individual business divisions

and Group companies are involved. The second phase

encompasses the development of the next-generation

products and technologies undertaken by the

Information & Communication Equipment System

Laboratory and the Semiconductor Equipment System

Laboratory. Finally, the third phase applies to the

development of next, next-generation technology

which provides efficient application products compatible

with state-of-the-art technology, which is conducted in

collaboration with such external organizations as the

research institutes of Hitachi, Ltd. and universities. As

we engage in this three-phase R&D with a mission of a

vision that traverses the present through to the future,

we anticipate achieving sustainable growth of the

Group.

In the fiscal year under review, the Hitachi Kokusai

Group undertook R&D expenditures of ¥12,596 million,

which accounts for 8.6% of the Group’s total sales.

The basic technologies created and possessed by

the Group are in the areas of wireless communication,

video/image processing and thermal processing for

semiconductor devices. We have provided cutting-edge

products to customers, taking full advantage of

technologies in each market sector and area. Looking

ahead, we will continue to deliver new products that

address market needs amid expanding trends in

digitization, the fusion of communication and

broadcasting, higher quality and miniaturization of

semiconductor devices.

Video and Wireless Network

In the wireless communication areas, we developed a

new terminal for local area communication systems in

response to the needs of the wireless system for

in-plant communication centering on large scale in-plants of

basic materials industries. In our disaster-preventive

administration wireless systems operations, we were

successful in developing systems and wireless terminals

in accordance with standard specifications issued by

the Fire and Disaster Management Agency toward

digitization of the firefighting headquarters in the

nation. In addition, we expanded product line-up of

disaster preventive communication systems, having

realized products development of regional broadcasting

systems and high-functional map display screen that

use 400MHz zone wave. With respect to the areas of

monitoring systems, we developed encoder, decoder

and recorder that materialized monitoring with

high-definition video up to full HD for the network monitoring

system that enabled concentrated monitoring over a

wide range. In response to the needs for the higher

definition in the monitoring market, we also developed

a new method camera with features such as free of

delay, capable of image transmission via present coaxial

cable. R&D expenditure pertaining to this business

totaled ¥6,181 million.

Eco- and Thin Film Processing

In the midst of the course of the progressing studies

of new structure/new materials of semiconductor

devices, we are promoting device development of

semiconductor manufacturing systems for

state-of-the-art technologies. We are engaged in

environment-conscious product development such as energy saving

technologies of devices, coupled with development of

necessary technologies for 3D chip stacking processes

and new memories such as non-volatile RAM, etc.

While the study on pattern formation beyond resolution

limit of lithography was being conducted as an example

of the device miniaturization, we promoted development

of technologies capable of precise control calling this

ultra-resolution technology as SRP (Super Resolution

Patterning). Thus, we have enabled film formation on

such materials on which film formation was not possible

heretofore with conventional technologies. With respect

to our main product, batch processing systems, we

continue to engage in the development of high

throughput single wafer processing systems as well

utilizing our unique low temperature heating technology.

Further, we continue to engage in development of SiC

device and device for photovoltaics as likely candidates

for energy saving power devices. We are promoting

efficient development of new material supply, reactor

chamber and exhaust categories making full use of our

simulation technologies, accelerating development of

state-of-the-art technologies through proactive

joint-development with universities, various research

organizations and device manufacturers. R&D

expenditure in this business was ¥6,415 million.

(15)

Financial Review

In the consolidated fiscal year under review, the Hitachi

Kokusai Electric Group reported net sales of ¥147,184.

According to analysis by segment, net sales of video and

wireless network increased ¥626 million (up 0.8%)

compared with the previous fiscal year to ¥81,129 million

due to solid shift in demand centering on disaster-preventive

wireless communication and monitoring systems, that

reflected start-up of the restoration works, increased

awareness of disaster prevention, etc.

Net sales of eco- and thin film processing increased

¥3,925 million (up 6.4%) from the previous fiscal year to

¥65,330 million, having attracted demand consistently by

strengthening our service business.

Cost of sales for the consolidated fiscal year under

review decreased ¥2,261 million compared with the previous

fiscal year to ¥106,149 million. Its ratio to net sales declined

3.8% due to increased high added value products.

Meanwhile, selling and general administrative expenses

for the consolidated fiscal year under review increased

¥2,381 million to ¥32,721 million, and their ratio to net sales

increased 1% compared with the previous consolidated

fiscal year. It was mainly due to increase of R&D expenses,

etc. in the eco- and thin film processing.

Non-operating profit for the consolidated fiscal year

under review increased ¥152 million compared with the

previous fiscal year to ¥1,033 million. Meanwhile,

non-operating expenses decreased by ¥437 million to ¥711

million.

Financial Position

Total assets as of March 31, 2012 stood at ¥152,065 million,

an increase of ¥2,281 million compared with the end of the

previous fiscal year. It was mainly attributable to the decrease

in inventories (merchandise and finished goods, work in

process and raw materials and supplies), which declined

¥1,054 million. Total non-current assets increased ¥2,748

million compared with the end of the previous fiscal year to

¥31,121 million. This was mainly attributable to the increase

in goodwill, which increased ¥2,015 million, etc.

Total liabilities as of March 31, 2012 stood at ¥73,822

million, a decrease of ¥2,259 million compared with the end

of the previous fiscal year. This represented reduction in

other current liabilities and other non-current liabilities

mainly as a result of ¥1,865 million reduction in the assets

transfer amount to the defined contribution pension

system.

Total net assets came in at ¥78,243 million as of March

31, 2012, ¥4,540 million higher than a year earlier.

Cash Flows

Cash and cash equivalents (hereafter, “funds”) stood at

¥43,989 million, down ¥640 million or 1.4% compared

with the end of the previous fiscal year. The major movements

of cash flows in each activity and the factors for the fiscal

year ended March 31, 2012 were as follows.

(Cash Flows from Operating Activities)

Net cash provided by operating activities amounted to

¥7,607 million, an increase of ¥3,952 million or 108.1%

compared with the previous fiscal year. This was mainly

because factors to increase such as net income before tax of

¥6,588 million and non-cash item, depreciation expenses of

¥3,397 million exceeded factors to decrease such as payment

of income taxes of ¥1,925 million and payment of special

retirement benefits of ¥1,244 million.

(Cash Flows based from the Investing Activities)

Net cash used in investing activities came to ¥6,141 million.

This represented a ¥3,673 million, 148.8% increase

compared with the previous fiscal year. This was mainly

attributable to the purchase of stocks of subsidiaries

resulting in a change in the scope of consolidation of ¥3,384

million and acquisition of tangible non-current assets of

¥2,566 million.

(Cash Flows from Financing Activities)

Net cash used in financing activities was ¥1,963 million, up

¥71million, or 3.8%, compared with the previous fiscal

year. The main component was the dividends paid

amounting to ¥1,238 million.

(16)

Millions of Yen

Thousands of U.S. Dollars

(Note 1)

ASSETS 2012 2011 2012

CURRENT ASSETS:

Cash and time deposits (Note 3) ……… ¥ 12,001 ¥ 10,775 $ 146,015

Deposits with Hitachi Group (Notes 3 and 15) ……… 32,741 34,140 398,357

Receivables (Notes 14, 15 and 17):

Trade notes ……… 717 1,819 8,724

Trade accounts ……… 38,805 38,105 472,138

Unconsolidated subsidiaries and affiliated companies ……… 183 120 2,227

Other ……… 899 1,397 10,937

Allowance for doubtful receivables ……… (110) (132) (1,338)

Inventories (Note 5) ……… 28,988 30,042 352,695

Deferred tax assets (Note 9) ……… 5,103 4,324 62,088

Prepaid expenses and other current assets ……… 1,617 821 19,674

Total current assets ……… 120,944 121,411 1,471,517

PROPERTY, PLANT AND EQUIPMENT:

Land ……… 6,156 6,182 74,900

Buildings and structures……… 41,517 41,756 505,134

Machinery and equipment ……… 17,930 16,975 218,153

Furniture and fixtures ……… 21,839 22,304 265,714

Construction in progress ……… 564 344 6,862

Total ……… 88,006 87,561 1,070,763

Accumulated depreciation……… (66,558) (66,562) (809,807)

Net property, plant and equipment ……… 21,448 20,999 260,956

INVESTMENTS AND OTHER ASSETS:

Goodwill (Note 19) ……… 3,090 1,075 37,596

Investment securities (Note 4) ……… 1,296 1,725 15,768

Investments in unconsolidated subsidiaries and affiliated companies ……… 52 52 633

Long-term loans receivable ……… 143 56 1,740

Deferred tax assets (Note 9) ……… 1,233 1,366 15,002

Claims provable in bankruptcy, claims provable in rehabilitation and other …… 147 367 1,788

Allowance for doubtful receivables ……… (252) (471) (3,066)

Other intangible assets ……… 2,136 1,391 25,989

Other assets ……… 1,828 1,813 22,241

Total investments and other assets……… 9,673 7,374 117,691

TOTAL ……… ¥152,065 ¥149,784 $1,850,164

Hitachi Kokusai Electric Inc. and Consolidated Subsidiaries

March 31, 2012

(17)

Millions of Yen

Thousands of U.S. Dollars

(Note 1)

LIABILITIES AND NET ASSETS 2012 2011 2012

CURRENT LIABILITIES:

Short-term bank loans (Note 6) ……… ¥ 554 ¥ 815 $ 6,740

Payables (Notes 15 and 17):

Trade notes ……… 425 548 5,171

Trade accounts ……… 30,458 28,124 370,580

Unconsolidated subsidiaries and affiliated companies ……… 97 141 1,180

Other ……… 3,280 3,627 39,908

Income taxes payable ……… 784 925 9,539

Accrued expenses ……… 10,250 10,614 124,711

Provision for product warranties ……… 1,712 1,936 20,830

Provision for loss on construction contracts ……… 6 351 73

Other current liabilities ……… 3,034 3,842 36,915

Total current liabilities ……… 50,600 50,923 615,647

LONG-TERM LIABILITIES:

Liabilities for retirement benefits (Note 7):

Employees ……… 19,312 20,061 234,968

Directors and executive officers ……… 179 310 2,178

Long-term payables ……… 218 32 2,652

Asset retirement obligations ……… 135 137 1,643

Other long-term liabilities (Note 9) ……… 3,378 4,618 41,099

Total long-term liabilities ……… 23,222 25,158 282,540

NET ASSETS (Notes 8 and 16):

Common stock—authorized, 400,000,000 shares;

issued, 105,221,259 shares in 2012 and 2011 ……… 10,058 10,058 122,375

Capital surplus ……… 26,203 26,204 318,810

Retained earnings ……… 43,218 39,124 525,830

Treasury stock—at cost, 2,413,291 shares in 2012 and

2,393,583 shares in 2011 ……… (2,607) (2,595) (31,719)

Total shareholders’ equity ……… 76,872 72,791 935,296

Unrealized gain on available-for-sale securities ……… 61 150 742

Foreign currency translation adjustments ……… (2,217) (1,979) (26,974)

Total accumulated other comprehensive income ……… (2,156) (1,829) (26,232)

Minority interests ……… 3,527 2,741 42,913

Total net assets ……… 78,243 73,703 951,977

TOTAL ……… ¥152,065 ¥149,784 $1,850,164

(18)

Millions of Yen

Thousands of U.S. Dollars

(Note 1)

2012 2011 2012 NET SALES……… ¥147,184 ¥142,706 $1,790,777 COST OF SALES (Note 11) ……… 106,149 108,410 1,291,507

Gross profit ……… 41,035 34,296 499,270

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Note 11) ………… 32,721 30,340 398,114

Operating income ……… 8,314 3,956 101,156

OTHER INCOME (EXPENSES):

Interest income ……… 132 116 1,606

Dividend income ……… 98 114 1,192

Interest expense ……… (41) (18) (499)

Equity in earnings of affiliated company ……… 156

Foreign exchange loss ……… (84) (108) (1,022)

Loss on disposals of property, plant and equipment ……… (63) (77) (767)

Gain on sales of investment securities ……… 251 12 3,054

Rent income ……… 92 99 1,119

Loss from devaluation of securities ……… (15) (27) (183)

Loss from devaluation of inventories ……… (159)(1,935)

Gain on reversal of allowance for doubtful accounts ……… 123 142 1,497

Maintenance cost for idle assets ……… (121) (141) (1,472)

Subsidy income ……… 115 3 1,399

Compensation expenses ……… (9) (567) (110)

Gain on step acquisitions ……… 451

Business structure improvement expenses (Note 20) ……… (2,634) (5,234) (32,048)

Loss on sales of subsidiaries’ stocks ……… (112)(1,363)

Loss on transfer to defined contribution pension plan ……… (111) (1,051) (1,351)

Loss on disaster ……… (307)

Loss on adjustment for changes of accounting standard for

asset retirement obligations ……… (96)

Gain on insurance ……… 8099,843

Other, net ……… 3 29 40

Other expenses—net ……… (1,726) (6,504) (21,000)

INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTERESTS 6,588 (2,548) 80,156 INCOME TAXES (Note 9):

Current ……… 1,361 1,432 16,559

Deferred ……… (724) 800 (8,809)

Total income taxes ……… 637 2,232 7,750

Income (loss) before minority interests ……… 5,951 (4,780) 72,405

MINORITY INTERESTS ……… 831 285 10,111 NET INCOME (LOSS) ……… ¥ 5,120 ¥ (5,065) $ 62,295

Yen

U.S. Dollars (Note 1)

2012 2011 2012 PER SHARE OF COMMON STOCK (Notes 2.r. and 16):

Net income (loss) ……… ¥ 49.80 ¥ (49.25) $ 0.61

Cash dividends applicable to the year ……… 12.00 12.00 0.15

Diluted net income per share is not disclosed because it is anti-dilutive the years ended March 31, 2012 and 2011. See accompanying notes to consolidated financial statements.

Hitachi Kokusai Electric Inc. and Consolidated Subsidiaries

Year Ended March 31, 2012

(19)

Millions of Yen

Thousands of U.S. Dollars

(Note 1)

2012 2011 2012 INCOME (LOSS) BEFORE MINORITY INTERESTS ……… ¥5,951 ¥(4,780) $72,405 OTHER COMPREHENSIVE INCOME (LOSS) (Note 10)

Unrealized gain on available-for-sale securities ……… (89) (123) (1,083)

Foreign currency translation adjustment ……… (383) (496) (4,660)

Share of other comprehensive income of associates accounted

for using equity method ……… (119)

Total other comprehensive loss……… (472) (738) (5,743)

COMPREHENSIVE INCOME (LOSS) ……… ¥5,479 ¥(5,518) $66,662 Total comprehensive income (loss) attributable to:

Shareholders of Hitachi Kokusai Electric Inc. ……… 4,793 (5,813) 58,316

Minority interests ……… 686 295 8,346

See accompanying notes to consolidated financial statements.

Hitachi Kokusai Electric Inc. and Consolidated Subsidiaries

Year Ended March 31, 2012

(20)

Millions of Yen

Thousands of U.S. Dollars

(Note 1)

2012 2011 2012 Shareholders’ equity

Common stock

Balance at beginning of year ……… ¥10,058 ¥10,058 $122,375

Balance at end of year ……… 10,058 10,058 122,375

Capital surplus

Balance at beginning of year ……… 26,204 26,204 318,822

Disposal of treasury stock ……… (1) (0) (12)

Balance at end of year ……… 26,203 26,204 318,810

Retained earnings

Balance at beginning of year……… 39,124 45,546 476,019

Cash dividends ……… (1,026) (1,234) (12,484)

Net income (loss) ……… 5,120 (5,065) 62,295

Change in scope of consolidation ……… (123)

Balance at end of year ……… 43,218 39,124 525,830

Treasury stock

Balance at beginning of year……… (2,595) (2,573) (31,573)

Purchase of treasury stock ……… (13) (22) (158)

Disposal of treasury stock ……… 1 (0) 12

Balance at end of year ……… (2,607) (2,595) (31,719)

Total shareholders’ equity

Balance at beginning of year……… 72,791 79,235 885,643

Cash dividends ……… (1,026) (1,234) (12,484)

Net income (loss) ……… 5,120 (5,065) 62,295

Change in scope of consolidation ……… (123)

Purchase of treasury stock ……… (13) (22) (158)

Disposal of treasury stock ……… 0 (0) 0

Balance at end of year ……… 76,872 72,791 935,296

Accumulated other comprehensive income

Unrealized gain on available for sale securities

Balance at beginning of year ……… 150 274 1,825

Net changes in items other than those in shareholders’ equity ……… (89) (124) (1,083)

Balance at end of year ……… 61 150 742

Foreign currency translation adjustments

Balance at beginning of year ……… (1,979) (1,366) (24,078)

Net changes in items other than those in shareholders’ equity ……… (238) (613) (2,896)

Balance at end of year ……… (2,217) (1,979) (26,974)

Total accumulated other comprehensive income

Balance at beginning of year ……… (1,829) (1,092) (22,253)

Net changes in items other than those in shareholders’ equity ……… (327) (737) (3,979)

Balance at end of year ……… (2,156) (1,829) (26,232)

Minority interests

Balance at beginning of year……… 2,741 58 33,350

Net changes in items other than those in shareholders’ equity ………… 786 2,683 9,563

Balance at end of year ……… 3,527 2,741 42,913

Total net assets

Balance at beginning of year……… 73,703 78,201 896,739

Cash dividends ……… (1,026) (1,234) (12,484)

Net income (loss) ……… 5,120 (5,065) 62,295

Change in scope of consolidation ……… (123)

Purchase of treasury stock ……… (13) (22) (158)

Disposal of treasury stock ……… 0 (0) 0

Net changes in items other than those in shareholders’ equity ………… 459 1,946 5,585

Balance at end of year ……… ¥78,243 ¥73,703 $951,977

See accompanying notes to consolidated financial statements.

Hitachi Kokusai Electric Inc. and Consolidated Subsidiaries

Year Ended March 31, 2012

(21)

Millions of Yen

Thousands of U.S. Dollars

(Note 1)

2012 2011 2012 OPERATING ACTIVITIES:

Income (loss) before income taxes and minority interests ……… ¥6,588 ¥(2,548) $80,156

Adjustments for:

Income taxes—paid ……… (1,925) (1,380) (23,421)

Income taxes—refunded ……… 165 313 2,008

Depreciation and amortization ……… 3,397 4,244 41,331

Business structure improvement expenses ……… 2,634 5,234 32,048

Loss on transfer to defined contribution pension plan ……… 62 1,051 754

Loss on disposals of property, plant and equipment ……… 56 75 681

Gain on sales of property, plant and equipment ……… (89) (12) (1,083)

Decrease in allowance for doubtful accounts ……… (286) (217) (3,480)

Decrease in liability for employees’ retirement benefits……… (804) (1,215) (9,782)

Decrease in liability for directors’ and executive officers’

retirement benefits ……… (131) (10) (1,594)

Increase (decrease) in provision for product warranties ……… (202) 977 (2,458)

Decrease in provision for loss on construction contracts ……… (344) (115) (4,185)

Changes in assets and liabilities

Decrease in notes and accounts receivables ……… 793 246 9,648

Decrease (increase) in inventories ……… 416 (5,347) 5,061

Decrease (increase) in other current assets ……… (832) 230 (10,123)

Decrease in claims provable in bankruptcy and rehabilitation ………… 219 195 2,665

Increase in notes and accounts payables ……… 1,826 1,298 22,217

Increase (decrease) in other current liabilities ……… (3,120) 453 (37,961)

Payments for extra retirement payments ……… (1,244)(15,136)

Other, net ……… 428 183 5,208

Total adjustments ……… 1,019 6,203 12,398

Net cash provided by operating activities ……… 7,607 3,655 92,554

INVESTING ACTIVITIES:

Payments into time deposits ……… (636) (668) (7,738)

Proceeds from withdrawal of time deposits ……… 187 997 2,275

Purchases of investment securities ……… (2) (19) (24)

Proceeds from sales of investment securities ……… 503 14 6,120

Purchases of property, plant and equipment ……… (2,566) (1,707) (31,220)

Proceeds from sales of property, plant and equipment ……… 166 33 2,020

Purchase of intangible assets ……… (448) (511) (5,451)

Net decrease in short-term loans receivable ……… 49 4 596

Purchase of shares of newly consolidated subsidiaries (Note 3) ……… (3,384) (522) (41,173)

Other ……… (10) (89) (122)

Net cash used in investing activities ……… (6,141) (2,468) (74,717)

FORWARD ……… ¥1,466 ¥1,187 $17,837

Hitachi Kokusai Electric Inc. and Consolidated Subsidiaries

Year Ended March 31, 2012

(22)

Millions of Yen

Thousands of U.S. Dollars

(Note 1)

2012 2011 2012 FORWARD ……… ¥ 1,466 ¥ 1,187 $ 17,837

FINANCING ACTIVITIES:

Decrease in short-term bank loans-net ……… (406) (602) (4,940)

Dividends paid ……… (1,238) (1,266) (15,063)

Increase in treasury stock—net ……… (13) (23) (158)

Other, net ……… (306) (1) (3,723)

Net cash used in financing activities ……… (1,963) (1,892) (23,884)

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS

ON CASH AND CASH EQUIVALENTS ……… (143) (325) (1,740) NET DECREASE IN CASH AND CASH EQUIVALENTS ……… (640) (1,030) (7,787) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR ……… 44,629 45,659 542,998 CASH AND CASH EQUIVALENTS, END OF YEAR (Note 3) ……… ¥43,989 ¥44,629 $535,211

(23)

a. Consolidation—The consolidated financial statements as of March 31, 2012 include the accounts of the Company and its 18 significant (16 in 2011) subsidiaries (together, the “Group“).

Under the control or influence concept, those companies in which the Company, directly or indirectly, is able to exercise control over operations are fully consolidated, and those companies over which the Group has the ability to exercise significant influence are accounted for by the equity method.

Affiliated company accounted for by the equity method is nil (nil in 2011). Investments in the remaining two unconsolidated subsidiaries and one affiliated company are stated at cost. If the equity method of accounting had been applied to the investments in these companies, the effect on the accompanying consolidated financial statements would not be material.

The excess of cost of an acquisition over the fair value of the net assets of the acquired subsidiary at the respective dates of acquisition is being amortized over 5 years by the straight-line method.

All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized profit included in assets resulting from transactions within the Group is eliminated.

b. Cash Equivalents—Cash equivalents deposits are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value.

Cash equivalents include time deposits, certificate of

deposits and mutual funds investing in bonds, all of which mature or become due within three month from the date of acquisition.

c. Inventories—Finished products and work in process are stated at the lower of cost, determined by substantially on a specific identification method, or net realisable value. Certain mass-produced finished products and work in process are stated at the lower of cost, determined by the moving-average method or the average method, or net realisable value.

Raw materials are substantially stated at the lower of cost, determined by the average method, or net realisable value. Certain raw materials are stated at the lower of cost, determined by the specific identification method or the moving-average method, or net realisable value.

d. Investment Securities—Investments in unconsolidated subsidiaries and affiliated companies are stated at cost determined by the moving-average method.

Available-for-sale securities, which are not classified as either trading securities or held-to-maturity debt securities, are reported at fair value, with unrealized gains and losses, net of applicable taxes, reported in a separate component of net assets.

Non-marketable available-for-sale securities are stated at cost determined by the moving-average method.

For other than temporary declines in fair value, investment securities are reduced to net realizable value by a charge to income.

The accompanying consolidated financial statements have been prepared in accordance with the provisions set forth in the Japanese Financial Instruments and Exchange Act and its related accounting regulations, and in conformity with accounting principles generally accepted in Japan (“Japanese GAAP“), which are different in certain respects as to application and disclosure requirements of International Financial Reporting Standards.

In preparing these consolidated financial statements, certain reclassifications and rearrangements have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. In addition, certain reclassifications

have been made in the comparative 2011 financial information to conform to the classifications used in 2012.

The consolidated financial statements are stated in Japanese yen, the currency of the country in which Hitachi Kokusai Electric Inc. (the “Company“) is incorporated and mainly operates. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of ¥82.19 to $1, the rate of exchange at March 31, 2012. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate.

1. BASIS OF PRESENTING CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Hitachi Kokusai Electric Inc. and Consolidated Subsidiaries

Year Ended March 31, 2012

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