Form 6-K
Table of Contents

FORM 6-K

 


 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

REPORT OF FOREIGN PRIVATE ISSUER

 

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2005

 

Commission File Number 1-8320

 


 

Hitachi, Ltd.

(Translation of registrant’s name into English)

 


 

6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8280, Japan

(Address of principal executive offices)

 


 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F      X        Form 40-F              

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):               

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):               

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes                  No      X    

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-             

 



Table of Contents

This report on Form 6-K contains the following:

 

1. Interim business report for the first half of the fiscal year ending March 31, 2006.


Table of Contents

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: February 6, 2006

  By  

/s/ Takashi Hatchoji


        Takashi Hatchoji
        Senior Vice President and Executive Officer


Table of Contents

(Summary Translation)

 

Interim Business Report

 

(from April 1, 2005 to September 30, 2005)

 

Hitachi, Ltd.

Tokyo, Japan

 

(Note) Certain information including product introduction is omitted from this English translation.


Table of Contents

To Our Shareholders:

 

We take the opportunity of sending you this report on the business results for the first half of fiscal 2005 to express our heartfelt gratitude for your continued support and understanding.

 

During the half-year period under review, the Japanese economy was buoyed by rising consumer spending due mainly to improvement in employment and personal income, and also by an increase in private-sector plant and equipment investment.

 

In this business environment, consolidated revenues increased 2% from the same period of the preceding year, to JPY4,413.3 billion.

 

Although Power & Industrial Systems, High Functional Materials & Components, and Financial Services posted higher operating income than in the same period a year earlier, falling prices of plasma TVs, LCDs and hard disk drives depressed operating income in Digital Media & Consumer Products, Electronic Devices, and Information & Telecommunication Systems. The result was that consolidated operating income exceeded projected performance but nevertheless decreased 39% from the same period of the previous year, to JPY77.7 billion. Taking non-operating income of JPY29.0 billion and non-operating expense of JPY24.7 billion into account, income before income taxes amounted to JPY82.1 billion. However, owing to an increase in the relative tax burden and other factors, net loss amounted to JPY10.9 billion.

 

Looking at unconsolidated results, Hitachi, Ltd. (the “Company”), recorded revenues of JPY1,210.7 billion, up 5% from a year earlier. Although net income was higher than projected, it decreased 24% from the same period of the preceding year, to JPY20.0 billion.

 

In line with its long-standing policy of endeavoring to maximize shareholder benefit through increase in corporate value and steady dividend growth, the Board of Directors determined the amount of an interim dividend to be paid to shareholders at JPY5.5.

 

During the period under review, management moved forward to the strengthening of competitiveness in the plasma TV business in response to the rapid expansion of domestic and overseas flat-panel TVs markets. In April, the Company increased its holdings in Fujitsu Hitachi Plasma Display Limited (“FHP”), a joint-venture company between the Company and Fujitsu Limited, so as to make FHP a consolidated subsidiary of the Company and establish capability within the Hitachi Group to manufacture TVs starting from the production of plasma display panels. In May, management decided to invest a total of JPY85.0 billion in new plant and equipment for increasing FHP’s production capacity.

 

In another move, the Hitachi Group is using finger vein authentication technology developed exclusively by the Company to build a stronger position in the information security business. Advantage is being taken of the outstanding robustness against falsification and high accuracy of the Company’s technology to provide more reliable personal identification than possible with passwords and similar means in a broad range of fields, including ATMs, building access security systems, and personal computer user authentication devices.

 

The goal of increasing the ratio of overseas operations continues to be advanced by concentrating on businesses that set Hitachi apart in local markets. One notable success stemming from this initiative came in June, when Hitachi succeeded in securing an order for railway vehicles and related maintenance services in the United Kingdom, birthplace of the public railway.

 

In addition, steps are being taken to reinforce core businesses through centralization of management resources within Hitachi. In October 2005, preparation was begun toward the consolidation of Hitachi Plant Engineering & Construction Co., Ltd., Hitachi Kiden Kogyo, Ltd., Hitachi Industries Co., Ltd., and part of the Company’s Industrial Systems Group. The new company, to be formally established in April 2006, will provide Hitachi with integrated capability extending from design and production to construction and services of water treatment systems, industrial plants and other businesses at the social and industrial infrastructure level. Elpida Memory, Inc., a semiconductor operations company set up jointly with NEC Corporation in 1999, ceased to be an equity-method affiliate of the Company, in September 2005, when the Company sold part of its shares.

 

The Hitachi Group Pavilion at the Aichi Expo 2005 was a resounding success that attracted 1.7 million visitors over the 185 days that the Expo ran starting from March 2005. The Pavilion’s main attraction, “Nature Contact,” used advanced Hitachi IT technologies to bring endangered animals to life before the eyes of visitors. Our guests were also given the chance to interact firsthand with some of Hitachi’s cutting-edge technologies, like the Mu-chip, a microminiature IC chip able to carry on identification communication with external devices from a distance, and a fuel cell for use with mobile equipment.

 

Management’s view of the future business environment is that the Japanese economy is likely to continue to recover but that the pace of the rebound will be slowed by increasing raw material prices. In order to quickly achieve the improved business results needed to respond to shareholder expectations for higher returns, management intends to meet the challenge of the evolving business environment by making an intensified effort to ensure steady growth of the hard disk drives, plasma TVs and other mainstream businesses and to reduce expenses of every kind, including material procurement, distribution and communication costs. Efforts will also be made to secure and maintain customer confidence in Hitachi. For this, high priority will be placed on thorough adherence to manufacturing company fundamentals, most notably product and service quality control.

 

The management team hopes that it will continue to receive your understanding and support.

 

November 2005

 

Etsuhiko Shoyama
President and Chief Executive Officer

 

1


Table of Contents

Outline of Business Results

 

Information & Telecommunication Systems

 

Solid performance was registered in revenues of outsourcing services operations. However, a decline in revenues of hardware business, due in part to the effect that the Company sold shares of former Hitachi Printing Solutions, Ltd. to Ricoh Company, Ltd., segment revenues decreased 1% from the same period of the preceding year, to JPY1,057.1 billion. Operating income decreased 20%, to JPY23.2 billion, due primarily to the significant downturn in the hard disk drive operations’ profitability.

 

Electronic Devices

 

The segment revenues decreased 16% from the same period of the preceding year, to JPY583.1 billion, and operating income decreased 69%, to JPY9.2 billion, respectively, due primarily to a decline in LCDs effected by intensifying competition in the market.

 

Power & Industrial Systems

 

Solid performance was registered in industrial equipment and air-conditioning equipment. Elevators and escalators business and Hitachi Construction Machinery Co., Ltd. also registered good growth mainly in the overseas market. In addition, revenues of automotive products were boosted by the effect that the Company merged TOKICO LTD. on October 1, 2004. Thus, segment revenues increased 14% from the same period of the preceding year, to JPY1,278.9 billion. Operating income increased 130%, to JPY23.2 billion.

 

Digital Media & Consumer Products

 

Segment revenues decreased 5% from the same period of the preceding year, to JPY611.8 billion, due primarily to the price decline of flat-screen televisions such as plasma TVs and home appliances. The segment recorded an operating loss of JPY16.2 billion, compared to an operating income of JPY10.6 billion in the same period of the preceding year, due primarily to the downturn in Fujitsu Hitachi Plasma Display Limited.

 

High Functional Materials & Components

 

Segment revenues increased 3% from the same period of the preceding year, to JPY760.4 billion, due primarily to solid performance registered by Hitachi Chemical Co., Ltd. and Hitachi Metals, Ltd., mostly for the electronic related products and automotive related business. Operating income rose 19%, to JPY48.0 billion.

 

Logistics, Services & Others

 

Hitachi Transport System, Ltd. registered a good growth mainly in the third party logistics business, which performs distribution services comprehensively entrusted from customers. However, Hitachi Mobile Co., Ltd. and overseas sales companies performed poorly. Thus, segment revenues decreased 7% from the same period of the preceding year, to JPY570.5 billion, and operating income decreased 8%, to JPY6.8 billion.

 

Financial Services

 

Segment revenues decreased 4%, to JPY260.8 billion, from the same period of the preceding year. Operating income increased 60%, to JPY16.0 billion, due primarily to the increased profit of Hitachi Capital Corporation by cutting of financial costs.

 

2


Table of Contents

Information on Common Stock (As of September 30, 2005)

 

Authorized                    10,000,000,000 shares

Issued                              3,368,126,056 shares

                    Capital Stock            JPY282,033,991,613
                    Number of Shares per Unit    1,000 shares
Number of Shareholders        421,133

 

Shareholders Composition

 

Class of Shareholders


   Number of
Shareholders


   Number of Shares
Owned (shares)


   Percentage of
Total Shares
Issued (%)


Financial Institutions and Securities Firms

   452    939,914,440    27.91

Individuals

   415,765    1,043,652,895    30.99

Foreign Investors

   1,042    1,254,984,155    37.26

Others

   3,869    129,512,248    3.84

Governments

   5    62,318    0.00
    
  
  

Total

   421,133    3,368,126,056    100.00
    
  
  

 

Transition of Shareholders Composition

 

Class of Shareholders


   March 2004

    March 2005

    September 2005

 

Financial Institutions and Securities Firms

   30.62 %   27.90 %   27.91 %

Individuals

   29.79 %   31.67 %   30.99 %

Foreign Investors

   34.66 %   36.47 %   37.26 %

Others

   4.92 %   3.96 %   3.84 %

Governments

   0.01 %   0.00 %   0.00 %
    

 

 

Total

   100.00 %   100.00 %   100.00 %
    

 

 

 

10 Largest Shareholders

 

Name of Shareholders


   Number of Shares
Owned (shares)


   Percentage of Total
Shares Issued (%)


NATS CUMCO

   288,094,500    8.55

The Master Trust Bank of Japan, Ltd.

   185,289,000    5.50

Japan Trustee Services Bank, Ltd.

   170,292,000    5.06

State Street Bank and Trust Company

   159,061,162    4.72

The Chase Manhattan Bank, N.A. London

   129,477,213    3.84

Nippon Life Insurance Company

   98,173,195    2.91

Hitachi Employees’ Shareholding Association

   93,670,952    2.78

The Dai-Ichi Mutual Life Insurance Company

   75,532,222    2.24

Trust & Custody Services Bank, Ltd.

   64,917,000    1.93

Meiji Yasuda Life Insurance Company

   49,079,818    1.46

 

Note:

   NATS CUMCO is the nominee name of the depositary bank, Citibank, N.A., for the aggregate of the Company’s American Depositary Receipts (ADRs) holders.

 

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Table of Contents

Board of Directors and Executive Officers (As of October 1, 2005)

 

Board of Directors

 

Board Director (Chair)

       Yoshiki Yagi

Director

  

*

 

Etsuhiko Shoyama

Director

      

Kotaro Muneoka

Director

  

*

 

Takashi Miyoshi

Director

  

**

 

Ginko Sato

Director

  

**

 

Hiromichi Seya

Director

  

**

 

Akira Chihaya

Director

  

**

 

Toshiro Nishimura

Director

  

*

 

Isao Uchigasaki

Director

      

Takashi Kawamura

Director

      

Yoshiro Kuwata

Director

      

Hiroshi Kuwahara

Director

      

Masayoshi Hanabusa

Director

      

Ryuichi Seguchi

 

(Notes)

   1.   

The Directors marked with * concurrently serve as Executive Officers.

     2.    The Directors marked with ** are outside directors who fulfill the qualification requirements to be outside directors as provided for in Article 188.2.7-2 of the Commercial Code of Japan.
     3.    Members of each committee are as follows.
         

Nominating Committee:

  Etsuhiko Shoyama, Ginko Sato, Hiromichi Seya, Toshiro Nishimura, Masayoshi Hanabusa (Chair)
          Audit Committee:   Yoshiki Yagi (Chair), Kotaro Muneoka, Ginko Sato, Hiromichi Seya, Toshiro Nishimura,
          Compensation Committee:   Etsuhiko Shoyama, Hiromichi Seya, Akira Chihaya, Toshiro Nishimura, Masayoshi Hanabusa (Chair)

 

Executive Officers

 

Representative Executive Officer

President and Chief Executive Officer

   Etsuhiko Shoyama    In charge of overall management.

Representative Executive Officer

Executive Vice President and Executive Officer

   Isao Ono    In charge of sales operations, information & telecommunication systems business and group procurement.

Representative Executive Officer

Executive Vice President and Executive Officer

   Michiharu Nakamura    In charge of research & development and business incubation.

Representative Executive Officer

Executive Vice President and Executive Officer

   Masaharu Sumikawa    In charge of power & industrial systems business, automotive systems business and production engineering.

Representative Executive Officer

Executive Vice President and Executive Officer

   Kazuo Furukawa    In charge of information & telecommunication systems business, digital media business, Hitachi group global business, corporate export regulation and business development.

Senior Vice President and Executive Officer

   Hiroaki Nakanishi    In charge of Hitachi group global business (North America).

Senior Vice President and Executive Officer

   Takashi Hatchoji    In charge of Hitachi group legal and corporate communications, corporate auditing and human resources.

Senior Vice President and Executive Officer

   Takashi Miyoshi    In charge of finance and corporate pension system.

Senior Vice President and Executive Officer

   Takuya Tajima    In charge of sales operations.

Vice President and Executive Officer

   Shigeharu Mano    In charge of power systems business.

Vice President and Executive Officer

   Gaku Suzuki    In charge of industrial systems business.

Vice President and Executive Officer

   Kunihiko Ohnuma    In charge of urban planning and development systems business.

Vice President and Executive Officer

   Manabu Shinomoto    In charge of system solutions business, platform and network systems business.

Vice President and Executive Officer

   Kazuhiro Tachibana    In charge of consumer business.

Vice President and Executive Officer

   Makoto Ebata    In charge of digital media business.

Vice President and Executive Officer

   Taiji Hasegawa    In charge of automotive systems business.

Vice President and Executive Officer

   Junzo Kawakami    In charge of research & development.

Vice President and Executive Officer

   Kazuhiro Mori    In charge of Hitachi group companies management assistance.

Vice President and Executive Officer

   Minoru Tsukada    In charge of Hitachi group global business (China).

Vice President and Executive Officer

   Masahiro Hayashi    In charge of sales operations (Kansai area).

Vice President and Executive Officer

   Iwao Hara    In charge of human resources.

Vice President and Executive Officer

   Shozo Saito    In charge of power systems engineering.

Executive Officer

   Yasuo Sakuta    In charge of intellectual property.

Executive Officer

   Takao Suzuki    In charge of sales operations (Chugoku area).

Executive Officer

   Koichiro Nishikawa    In charge of business development.

Hitachi Group Executive Officer

   Isao Uchigasaki    In charge of Hitachi group overall strategy.

 

(Note)

   Mr. Gaku Suzuki was newly elected as Vice President and Executive Officer at the Company’s Board of Directors meeting held on July 28, 2005 and assumed the position on August 1, 2005.

 

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Table of Contents

Interim Financial Information for the First Half of the Year Ending March 31, 2006

 

Consolidated Financial Statements (Summary)

 

Consolidated Balance Sheets

 

     Billions of yen

     September 30,
2005
   March 31,
2005

(Assets)

         

Current assets

   5,394.8    5,338.8

Investments and advances

   970.7    894.8

Property, plant and equipment

   2,400.0    2,357.9

Other assets

   1,123.9    1,144.6

Total assets

   9,889.6    9,736.2

(Liabilities and stockholders’ equity)

         

Current liabilities

   4,110.8    4,064.5

Noncurrent liabilities

   2,486.9    2,442.8

Minority interests

   955.8    921.0

Total stockholders’ equity

   2,335.8    2,307.8

Total liabilities and stockholders’ equity

   9,889.6    9,736.2

 

Consolidated Statements of Operations

 

     Years ended March 31

 
     First
half of
2006
    First
half of
2005
    2005  
     (Billions of yen)  

Revenues

   4,413.3     4,329.9     9,027.0  

Operating income

   77.7     127.3     279.0  

Income before income taxes and minority interests

   82.1     136.0     264.5  

Income before minority interests

   21.1     67.9     114.5  

Net income (loss)

   (10.9 )   41.1     51.4  

Consolidated Statements of Cash Flows

                  
     Years ended March 31

 
     First
half of
2006
    First
half of
2005
    2005  
     (Billions of yen)  

Cash flows from operating activities

   221.1     150.5     565.3  

Cash flows from investing activities

   (255.4 )   (193.6 )   (526.9 )

Cash flows from financing activities

   (37.7 )   (111.2 )   (99.4 )

Effect of exchange rate changes on cash and cash equivalents

   9.4     9.0     5.3  

Net decrease in cash and cash equivalents

   (62.6 )   (145.3 )   (55.6 )

Cash and cash equivalents at beginning of period

   708.7     764.3     764.3  

Cash and cash equivalents at end of period

   646.0     619.0     708.7  

 

(Notes)

   1.    The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States.
     2.    Operating income and segment information have been prepared in conformity with accounting principles generally accepted in Japan.
     3.    The number of consolidated subsidiaries including variable interest entities is 966 and the number of companies accounted for under the equity method is 159 as of the end of September 2005.
     4.    The Company reclassified cash receipts from lease receivables related to the products manufactured by the Company and its subsidiaries as “Cash flows from operating activities” in place of “Cash flows from investing activities.” The reclassification was applied to the cash flows for the first half of the year ended March 31, 2005.

 

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Table of Contents

Unconsolidated Financial Statements (Summary)

 

Unconsolidated Balance Sheets

 

     Billions of yen

 
     September 30,
2005
    March 31,
2005
 

(Assets)

            

Current assets

   1,851.9     1,860.5  

Fixed assets

   1,922.4     1,891.9  

Tangible fixed assets

   333.5     333.8  

Intangible fixed assets

   178.6     185.5  

Investments

   1,410.2     1,372.6  

Total assets

   3,774.3     3,752.5  

(Liabilities and stockholders’ equity)

            

Current liabilities

   1,672.0     1,776.5  

Noncurrent liabilities

   712.6     610.2  

Total liabilities

   2,384.7     2,386.8  

Capital stock

   282.0     282.0  

Capital surplus

   281.6     281.6  

Retained earnings

   786.1     784.4  

Unrealized holding gains on securities

   59.0     36.6  

Treasury stock

   (19.3 )   (19.1 )

Total stockholders’ equity

   1,389.6     1,365.6  

Total liabilities and stockholders’ equity

   3,774.3     3,752.5  

 

Unconsolidated Statements of Operations

 

     Years ended March 31

 
     First
half of
2006
    First
half of
2005
    2005  
     (Billions of yen)  

Revenues

   1,210.7     1,152.8     2,597.4  

Operating income (loss)

   (19.2 )   (21.7 )   (5.6 )

Ordinary income

   8.9     9.6     22.2  

Extraordinary gain

   8.5     14.4     63.1  

Extraordinary loss

   4.2     —       66.1  

Income before income taxes

   13.1     24.1     19.2  

Net income

   20.0     26.5     10.3  

 

(Notes)

   1.    Accumulated depreciation of tangible fixed assets: JPY961.6 billion
     2.    Net income per share for the first half of the year ending March 31, 2006: JPY6.01
     3.    Extraordinary gain of JPY8.5 billion consists of JPY4.1 billion of sale of land, JPY3.4 billion of gain on sale of affiliates’ stock and JPY0.9 billion of gain on sale of investments in securities.
     4.    Extraordinary loss of JPY4.2 billion consists of JPY3.2 billion of extraordinary loss on restructuring charges and JPY1.0 billion of impairment loss on affiliates’ stock.
     5.    Extraordinary loss on restructuring charges indicated in Note 4 was posted in accordance with the restructuring of affiliated company.

 

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Table of Contents

Five-Year Summary

 

     Years ended March 31

 
     2002     2003    2004    2005    

2006

(1st half)

 
     (Billions of yen)  

Consolidated Financial Information

                            

Revenues

   7,993.7     8,191.7    8,632.4    9,027.0     4,413.3  

Overseas revenues

   2,549.1     2,645.2    2,977.5    3,277.4     1,672.0  

Operating income (loss)

   (117.4 )   152.9    184.8    279.0     77.7  

Net income (loss)

   (483.8 )   27.8    15.8    51.4     (10.9 )

Unconsolidated Financial Information

                            

Revenues

   3,522.2     3,112.4    2,488.8    2,597.4     1,210.7  

Operating income (loss)

   (84.7 )   53.7    7.5    (5.6 )   (19.2 )

Net income (loss)

   (252.6 )   28.2    40.1    10.3     20.0  

 

Revenues by Industry Segment (Consolidated basis)

 

     First half of year ended
March 31, 2006
     

Information & Telecommunication Systems

   21 %    

Electronic Devices

   11 %    

Power & Industrial Systems

   25 %    

Digital Media & Consumer Products

   12 %    

High Functional Materials & Components

   15 %    

Logistics, Services & Others

   11 %    

Financial Services

   5 %    

Subtotal

   5,122.9 billion yen      

Eliminations & Corporate items

   709.6 billion yen      

Total

   4,413.3 billion yen      

 

(Note)    Percentage figures shown above are the proportions of each segment revenues to subtotal.

 

Operating Income by Industry Segment (Consolidated basis)

 

     First half of year ended
March 31, 2006
     
     (Billions of yen)      

Information & Telecommunication Systems

   23.2      

Electronic Devices

   9.2      

Power & Industrial Systems

   23.2      

Digital Media & Consumer Products

   (16.2 )    

High Functional Materials & Components

   48.0      

Logistics, Services & Others

   6.8      

Financial Services

   16.0      

Subtotal

   110.4 billion yen      

Eliminations & Corporate items

   32.6 billion yen      

Total

   77.7 billion yen      

 

Overseas Revenues by Market (Consolidated basis)

 

     First half of year ended
March 31, 2006
     

Asia

   44 %    

North America

   27 %    

Europe

   20 %    

Other Areas

   9 %    

 

7