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 February 2010
Commission File Number: 1-6784
Panasonic Corporation
Kadoma, Osaka, Japan
Indicate by check mark whether the registrant files or will file annual reports under cover 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 Form 6-K consists of:
2. | Supplemental consolidated financial data for the third quarter and nine months ended December 31, 2009 (fiscal 2010). |
3. | News release issued on February 5, 2010, by the registrant, announcing the agreement to absorb wholly-owned subsidiary (Panasonic Battery Electrode Co., Ltd.). |
SIGNATURE
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.
Panasonic Corporation | ||
By: | /s/ YUKITOSHI ONDA | |
Yukitoshi Onda, Attorney-in-Fact | ||
General Manager of Investor Relations | ||
Panasonic Corporation |
Dated: February 9, 2010
FOR IMMEDIATE RELEASE | ||
Media Contacts: | Investor Relations Contacts: | |
Akira Kadota (Japan) International PR (Tel: +81-3-6403-3040)
Panasonic News Bureau (Japan) (Tel: +81-3-3542-6205)
Jim Reilly (U.S.) (Tel: +1-201-392-6067)
Anne Guennewig (Europe) (Tel: +49-611-235-457) |
Makoto Mihara (Japan) Investor Relations (Tel: +81-6-6908-1121)
Yuko Iwatsu (U.S.) Panasonic Finance (America), Inc. (Tel: +1-212-698-1365)
Hiroko Carvell (Europe) Panasonic Finance (Europe) plc (Tel: +44-20-7562-4400) | |
ANNOUNCEMENT OF FINANCIAL RESULTS
PANASONIC REPORTS THIRD QUARTER AND NINE-MONTH RESULTS
- Recovery Trend in profits -
Osaka, Japan, February 5, 2010 Panasonic Corporation (Panasonic [NYSE: PC]) today reported its consolidated financial results for the third quarter and nine months ended December 31, 2009, of the current fiscal year ending March 31, 2010 (fiscal 2010).
Consolidated Third-quarter Results
Consolidated group sales for the third quarter edged up to 1,886.6 billion yen, from 1,879.9 billion yen in the third quarter of fiscal 2009. Of the consolidated group total, domestic sales decreased 2% to 1,004.9 billion yen, from 1,023.4 billion yen a year ago. Overseas sales increased 3% to 881.7 billion yen, from 856.5 billion yen a year ago.
In the electronics industry during the third quarter, despite visible signs of market recovery in some regions such as China and Asia, severe business condition continued with changes in the market structure including demand shifts to emerging markets and lower-priced products. In this business condition, Panasonic simultaneously rebuilds its management structure while preparing and taking action for growth in fiscal 2010, as the final year of its GP3 plan.
- 2 -
Specifically, Panasonic implements drastic business structural reforms to rebuild its management structure. In addition, the company pursues penetration and internalization of Itakona, acceleration of procurement cost reduction, reinforcement of comprehensive cost reduction efforts, and capital investment and inventory reductions.
Meanwhile, to prepare for future growth, the company strengthens product competitiveness by developing unique products to Panasonic with the concepts: super link, super energy saving and thorough universal design. The company also continues to focus on four major themes in its GP3 plan: double-digit growth in overseas sales, four strategic businesses, manufacturing innovation and eco ideas strategy.
Adding SANYO Electric Co., Ltd. (SANYO) and its subsidiaries to the Panasonic group, the company has started to work on maximizing synergies.
Regarding earnings, operating profit1 for the third quarter improved significantly to 101.0 billion yen from 26.4 billion yen in the third quarter of fiscal 2009. This was due mainly to comprehensive streamlining of management. As a result of these and other factors, the company recorded a pre-tax income of 81.1 billion yen, up from a loss of 59.1 billion yen a year ago. Accordingly, net income attributable to Panasonic Corporation resulted in 32.3 billion yen, improved from a loss of 63.1 billion yen a year ago.
Consolidated Nine-month Results
Consolidated group sales for the nine months ended December 31, 2009 decreased 16% to 5,219.9 billion yen, compared with 6,223.7 billion yen in the same nine-month period a year ago. Domestic sales amounted to 2,780.9 billion yen, down 11% from 3,134.1 billion yen a year ago, while overseas sales decreased 21% to 2,439.0 billion yen from 3,089.6 billion yen a year ago.
1 | For information about operating profit, see Note 2 of Notes to consolidated financial statements on page 15. |
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The companys operating profit for the nine months decreased 49% to 129.9 billion yen, from 254.5 billion yen in the same nine-month period a year ago. This was due mainly to a sharp sales decrease and price decline in the six-month period ended September 30, 2009, although the company continued its restructuring initiatives such as streamlining of material cost and fixed cost reduction. Regarding other income (deductions), the company incurred 24.4 billion yen as expenses associated with the implementation of early retirement programs. These and other factors resulted in a pre-tax income of 54.6 billion yen, down from 144.2 billion yen a year ago. Net income attributable to Panasonic Corporation turned to a loss of 14.6 billion yen, down from a net income of 65.4 billion yen a year ago.
Consolidated Nine-month Sales Breakdown by Product Category
The companys nine-month consolidated sales by product category, compared with the amounts in previous year, are summarized as follows:
Digital AVC Networks
Sales of Digital AVC Networks decreased 15% to 2,426.6 billion yen, from 2,838.9 billion yen in the same nine-month period a year ago. Although global sales of BD recorders and domestic sales of flat-panel TVs were favorable, overall sales of video and audio equipment decreased 10% from a year ago, due mainly to a sales decline of digital cameras and overseas flat-panel TVs. In information and communications equipment, the sluggish sales of notebook PCs and peripherals led to a 20% decrease in overall sales.
Home Appliances
Sales of Home Appliances decreased 12% to 819.3 billion yen, compared with 932.5 billion yen a year ago, due mainly to a sales decline of air conditioners and compressors, although sales in refrigerators were favorable.
PEW and PanaHome
Sales of PEW and PanaHome decreased 14% to 1,051.6 billion yen, from 1,222.0 billion yen a year ago. At Panasonic Electric Works Co., Ltd. (PEW) and its subsidiaries, sales mainly decreased in electrical construction materials and building products. For PanaHome Corporation and its subsidiaries, a deterioration of Japanese housing market conditions led to a decrease in sales.
- 4 -
Components and Devices
Sales of Components and Devices were down 19% to 615.5 billion yen, compared with 760.8 billion yen a year ago. The sluggish sales in semiconductors and batteries led to a decrease in overall sales.
Other
Sales of Other totaled 306.9 billion yen, down 35% from 469.5 billion yen a year ago, due mainly to a significant sales decline in factory automation equipment.
Consolidated Financial Condition
Net cash provided by operating activities in the fiscal 2010 nine months ended December 31, 2009 amounted to 306.2 billion yen. This result was due mainly to cash inflows from a decrease in inventories and depreciation. Net cash used in investing activities amounted to 338.2 billion yen. Despite a decrease in time deposits, this result was due primarily to capital expenditures for tangible fixed assets, mainly consisting of manufacturing facilities for prioritized business areas such as flat panel TVs and batteries, as well as cash outflows to purchase SANYO shares (deducting the amount of cash and cash equivalents of SANYO and its subsidiaries). Net cash provided by financing activities was 183.0 billion yen, due mainly to an increase in short-term debt by issuing short-term bonds. Adding the effect of exchange rate fluctuations, cash and cash equivalents resulted 1,110.9 billion yen at the end of the third quarter of fiscal 2010, an increase of 137.0 billion yen compared with the end of the last fiscal year (March 31, 2009).
The companys consolidated total assets as of December 31, 2009 amounted to 8,675.1 billion yen, an increase of 2,271.8 billion yen compared with the end of the last fiscal year. Adding the effect of consolidating SANYO and its subsidiaries, this increase was due primarily to an increase of cash and cash equivalents by issuing short-term bonds, and an increase of trade receivables from sales increase. Panasonic Corporation shareholders equity decreased 20.8 billion yen, compared with the end of the last fiscal year, to 2,763.2 billion yen as of December 31, 2009. This result was due primarily to a decrease in retained earnings.
- 5 -
Outlook for the Full Fiscal Year 2010
Although the global economy seems to be on the way to recovery, severe business condition continues with appreciation of the yen and ever-intensified global price competition.
Under these condition, Panasonic expects to further lower the break-even point through initiatives such as fixed cost reduction and streamlining of material cost, resulting in the revision of its previous operating profit forecast upward. Taking account of the consolidation of SANYO and its subsidiaries, and their forecast for the fourth quarter of fiscal 2010, Panasonic revised the consolidated results forecast for fiscal 2010 as follows.
Sales are expected to be 7,350 billion yen, up from the previous forecast of 7,000 billion yen. Operating profit is expected to be 150 billion yen, improved from the previous forecast of 120 billion yen. Loss before income taxes2 forecast of 40 billion yen and net loss attributable to Panasonic Corporation forecast of 140 billion yen remain unchanged.
Panasonic Corporation is one of the worlds leading manufacturers of electronic and electric products for consumer, business and industrial use. Panasonics shares are listed on the Tokyo, Osaka, Nagoya and New York Stock Exchanges.
For more information, please visit the following web sites:
Panasonic home page URL: http://panasonic.net/
Panasonic IR web site URL: http://panasonic.net/ir/
2 | Factors affecting the forecast for other income (deductions) of 190 billion yen (the difference between operating profit and loss before income taxes) include business restructuring expenses of 115 billion yen. |
- 6 -
Disclaimer Regarding Forward-Looking Statements
This press release includes forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934) about Panasonic and its Group companies (the Panasonic Group). To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Panasonic Group in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Panasonic Groups actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Panasonic undertakes no obligation to publicly update any forward-looking statements after the date of this press release. Investors are advised to consult any further disclosures by Panasonic in its subsequent filings with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and its other filings.
The risks, uncertainties and other factors referred to above include, but are not limited to, economic conditions, particularly consumer spending and corporate capital expenditures in the United States, Europe, Japan, China, Asia and other countries; volatility in demand for electronic equipment and components from business and industrial customers, as well as consumers in many product and geographical markets; currency rate fluctuations, notably between the yen, the U.S. dollar, the euro, the Chinese yuan, Asian currencies and other currencies in which the Panasonic Group operates businesses, or in which assets and liabilities of the Panasonic Group are denominated; the possibility of the Panasonic Group incurring additional costs of raising funds, because of changes in the fund raising environment; the ability of the Panasonic Group to respond to rapid technological changes and changing consumer preferences with timely and cost-effective introductions of new products in markets that are highly competitive in terms of both price and technology; the possibility of not achieving expected results on the alliances or mergers and acquisitions including the acquisition of SANYO Electric Co., Ltd.; the ability of the Panasonic Group to achieve its business objectives through joint ventures and other collaborative agreements with other companies; the ability of the Panasonic Group to maintain competitive strength in many product and geographical areas; the possibility of incurring expenses resulting from any defects in products or services of the Panasonic Group; the possibility that the Panasonic Group may face intellectual property infringement claims by third parties; current and potential, direct and indirect restrictions imposed by other countries over trade, manufacturing, labor and operations; fluctuations in market prices of securities and other assets in which the Panasonic Group has holdings or changes in valuation of long-lived assets, including property, plant and equipment and goodwill, deferred tax assets and uncertain tax positions; future changes or revisions to accounting policies or accounting rules; as well as natural disasters including earthquakes, prevalence of infectious diseases throughout the world and other events that may negatively impact business activities of the Panasonic Group. The factors listed above are not all-inclusive and further information is contained in Panasonics latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange Commission.
(Financial Tables and Additional Information Attached)
- 7 -
Panasonic Corporation
Consolidated Statement of Operations *
(Three months ended December 31)
Yen (millions) |
Percentage 2009/2008 |
||||||||||
2009 | 2008 | ||||||||||
Net sales |
¥ | 1,886,588 | ¥ | 1,879,940 | 100 | % | |||||
Cost of sales |
(1,328,571 | ) | (1,369,297 | ) | |||||||
Selling, general and administrative expenses |
(457,010 | ) | (484,281 | ) | |||||||
Interest income |
2,832 | 5,939 | |||||||||
Dividend income |
2,080 | 4,616 | |||||||||
Interest expense |
(4,979 | ) | (5,035 | ) | |||||||
Expenses associated with the implementation of early retirement programs ** |
(1,742 | ) | (1,900 | ) | |||||||
Other income (deductions), net |
(18,103 | ) | (89,122 | ) | |||||||
Income (loss) before income taxes |
81,095 | (59,140 | ) | | |||||||
Provision for income taxes |
(47,082 | ) | (25,243 | ) | |||||||
Equity in earnings (losses) of associated companies |
786 | (4,375 | ) | ||||||||
Net income (loss) |
34,799 | (88,758 | ) | | |||||||
Less: Net income (loss) attributable to noncontrolling interests |
2,540 | (25,642 | ) | ||||||||
Net income (loss) attributable to Panasonic Corporation |
¥ | 32,259 | ¥ | (63,116 | ) | | |||||
Net income (loss) attributable to Panasonic Corporation common shareholders, basic |
|||||||||||
per common share |
15.58 yen | (30.48) yen | |||||||||
per ADS |
15.58 yen | (30.48) yen | |||||||||
Net income (loss) attributable to Panasonic Corporation common shareholders, diluted |
|||||||||||
per common share *** |
| | |||||||||
per ADS *** |
| |
(Parentheses indicate expenses, deductions or losses.)
* ** *** See Notes to consolidated financial statements on pages 15-17.
Supplementary Information
(Three months ended December 31)
Yen (millions) | ||||||
2009 | 2008 | |||||
Depreciation (tangible assets) |
¥ | 56,030 | ¥ | 80,789 | ||
Capital investment **** |
¥ | 71,729 | ¥ | 112,380 | ||
R&D expenditures |
¥ | 113,916 | ¥ | 130,855 | ||
Number of employees (December 31) |
382,480 | 307,444 |
**** | These figures are calculated on an accrual basis. |
- 8 -
Panasonic Corporation
Consolidated Statement of Operations *
(Nine months ended December 31)
Yen (millions) |
Percentage | ||||||||||
2009 | 2008 | 2009/2008 | |||||||||
Net sales |
¥ | 5,219,884 | ¥ | 6,223,651 | 84 | % | |||||
Cost of sales |
(3,752,108 | ) | (4,468,001 | ) | |||||||
Selling, general and administrative expenses |
(1,337,912 | ) | (1,501,134 | ) | |||||||
Interest income |
8,876 | 20,684 | |||||||||
Dividend income |
6,183 | 10,847 | |||||||||
Interest expense |
(16,545 | ) | (16,349 | ) | |||||||
Expenses associated with the implementation of early retirement programs ** |
(24,436 | ) | (2,493 | ) | |||||||
Other income (deductions), net |
(49,300 | ) | (123,049 | ) | |||||||
Income (loss) before income taxes |
54,642 | 144,156 | 38 | % | |||||||
Provision for income taxes |
(69,856 | ) | (91,420 | ) | |||||||
Equity in earnings (losses) of associated companies |
(1,263 | ) | (898 | ) | |||||||
Net income (loss) |
(16,477 | ) | 51,838 | | |||||||
Less: Net income (loss) attributable to noncontrolling interests |
(1,868 | ) | (13,538 | ) | |||||||
Net income (loss) attributable to Panasonic Corporation |
¥ | (14,609 | ) | ¥ | 65,376 | | |||||
Net income (loss) attributable to Panasonic Corporation common shareholders, basic |
|||||||||||
per common share |
(7.06) yen | 31.40 yen | |||||||||
per ADS |
(7.06) yen | 31.40 yen | |||||||||
Net income (loss) attributable to Panasonic Corporation common shareholders, diluted |
|||||||||||
per common share *** |
| 31.40 yen | |||||||||
per ADS *** |
| 31.40 yen |
(Parentheses indicate expenses, deductions or losses.)
* ** *** See Notes to consolidated financial statements on pages 15-17.
Supplementary Information
(Nine months ended December 31)
Yen (millions) | ||||||
2009 | 2008 | |||||
Depreciation (tangible assets) |
¥ | 169,742 | ¥ | 246,768 | ||
Capital investment **** |
¥ | 275,595 | ¥ | 352,237 | ||
R&D expenditures |
¥ | 349,931 | ¥ | 395,997 | ||
Number of employees (December 31) |
382,480 | 307,444 |
**** | These figures are calculated on an accrual basis. |
- 9 -
Panasonic Corporation
Consolidated Balance Sheet **
December 31, 2009
With comparative figures for March 31, 2009
Yen (millions) |
||||||||
Dec. 31, 2009 | March 31, 2009 | |||||||
Assets | ||||||||
Current assets: |
||||||||
Cash and cash equivalents |
¥ | 1,110,905 | ¥ | 973,867 | ||||
Time deposits |
95,388 | 189,288 | ||||||
Short-term investments |
6,560 | 1,998 | ||||||
Trade receivables: |
||||||||
Notes |
75,485 | 42,766 | ||||||
Accounts |
1,182,640 | 743,498 | ||||||
Allowance for doubtful receivables |
(20,296 | ) | (21,131 | ) | ||||
Inventories |
979,348 | 771,137 | ||||||
Other current assets |
467,396 | 493,271 | ||||||
Total current assets |
3,897,426 | 3,194,694 | ||||||
Investments and advances |
683,350 | 551,751 | ||||||
Property, plant and equipment, net of accumulated depreciation |
2,026,591 | 1,574,830 | ||||||
Other assets |
2,067,716 | 1,082,041 | ||||||
Total assets |
¥ | 8,675,083 | ¥ | 6,403,316 | ||||
Liabilities and Equity | ||||||||
Current liabilities: |
||||||||
Short-term debt |
¥ | 411,858 | ¥ | 94,355 | ||||
Trade payables: |
||||||||
Notes |
64,299 | 38,202 | ||||||
Accounts |
1,007,527 | 641,166 | ||||||
Other current liabilities |
1,381,460 | 1,226,705 | ||||||
Total current liabilities |
2,865,144 | 2,000,428 | ||||||
Noncurrent liabilities: |
||||||||
Long-term debt |
1,118,487 | 651,310 | ||||||
Other long-term liabilities |
987,748 | 538,997 | ||||||
Total noncurrent liabilities |
2,106,235 | 1,190,307 | ||||||
Total liabilities |
4,971,379 | 3,190,735 | ||||||
Panasonic Corporation shareholders equity: |
||||||||
Common stock |
258,740 | 258,740 | ||||||
Capital surplus |
1,209,618 | 1,217,764 | ||||||
Legal reserve |
93,645 | 92,726 | ||||||
Retained earnings |
2,438,005 | 2,479,416 | ||||||
Accumulated othercomprehensive income (loss) * |
(566,463 | ) | (594,377 | ) | ||||
Treasury stock |
(670,315 | ) | (670,289 | ) | ||||
Total Panasonic Corporation shareholders equity |
2,763,230 | 2,783,980 | ||||||
Noncontrolling interests |
940,474 | 428,601 | ||||||
Total equity |
3,703,704 | 3,212,581 | ||||||
Total liabilities and equity |
¥ | 8,675,083 | ¥ | 6,403,316 | ||||
* | Accumulated other comprehensive income (loss) breakdown: |
Yen (millions) |
||||||||
Dec. 31, 2009 | March 31, 2009 | |||||||
Cumulative translation adjustments |
¥ | (364,059 | ) | ¥ | (341,592 | ) | ||
Unrealized holding gains (losses) ofavailable-for-sale securities |
34,542 | (10,563 | ) | |||||
Unrealized gains (losses) ofderivative instruments |
406 | (4,889 | ) | |||||
Pension liability adjustments |
(237,352 | ) | (237,333 | ) |
** | See Notes to consolidated financial statements on pages 15-17. |
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Panasonic Corporation
Consolidated Sales Breakdown *
(Three months ended December 31)
Yen (billions) |
Percentage | ||||||||
2009 | 2008 | 2009/2008 | |||||||
Digital AVC Networks | |||||||||
Video and audio equipment |
¥ | 527.1 | ¥ | 465.1 | 113 | % | |||
Information and communications equipment |
388.9 | 404.7 | 96 | % | |||||
Subtotal |
916.0 | 869.8 | 105 | % | |||||
Home Appliances | 281.1 | 278.5 | 101 | % | |||||
PEW and PanaHome | 363.3 | 384.8 | 94 | % | |||||
Components and Devices | 218.5 | 218.8 | 100 | % | |||||
Other | 107.7 | 128.0 | 84 | % | |||||
Total |
¥ | 1,886.6 | ¥ | 1,879.9 | 100 | % | |||
Domestic sales |
1,004.9 | 1,023.4 | 98 | % | |||||
Overseas sales |
881.7 | 856.5 | 103 | % |
(Nine months ended December 31)
Yen (billions) |
Percentage | ||||||||
2009 | 2008 | 2009/2008 | |||||||
Digital AVC Networks | |||||||||
Video and audio equipment |
¥ | 1,290.8 | ¥ | 1,427.9 | 90 | % | |||
Information and communications equipment |
1,135.8 | 1,411.0 | 80 | % | |||||
Subtotal |
2,426.6 | 2,838.9 | 85 | % | |||||
Home Appliances | 819.3 | 932.5 | 88 | % | |||||
PEW and PanaHome | 1,051.6 | 1,222.0 | 86 | % | |||||
Components and Devices | 615.5 | 760.8 | 81 | % | |||||
Other | 306.9 | 469.5 | 65 | % | |||||
Total |
¥ | 5,219.9 | ¥ | 6,223.7 | 84 | % | |||
Domestic sales |
2,780.9 | 3,134.1 | 89 | % | |||||
Overseas sales |
2,439.0 | 3,089.6 | 79 | % |
* | See Notes to consolidated financial statements on pages 15-17. |
- 11 -
Panasonic Corporation
Consolidated Sales Breakdown *
(Nine months ended December 31)
[Overseas Sales by Region]
Yen (billions) |
Percentage | ||||||||
2009 | 2008 | 2009/2008 | |||||||
North and South America |
¥ | 675.0 | ¥ | 840.7 | 80 | % | |||
Europe |
581.9 | 805.4 | 72 | % | |||||
Asia, China and others |
1,182.1 | 1,443.5 | 82 | % | |||||
Total |
¥ | 2,439.0 | ¥ | 3,089.6 | 79 | % | |||
[Domestic/Overseas Sales Breakdown]
Domestic sales | Overseas sales | |||||||||||
Yen(billions) | Percentage | Yen (billions) | Percentage | |||||||||
2009 | 2009/2008 | 2009 | 2009/2008 | |||||||||
Digital AVC Networks | ||||||||||||
Video and audio equipment |
¥ | 449.7 | 111 | % | ¥ | 841.1 | 82 | % | ||||
Information and communications equipment |
603.5 | 87 | % | 532.3 | 74 | % | ||||||
Subtotal |
1,053.2 | 96 | % | 1,373.4 | 79 | % | ||||||
Home Appliances | 481.9 | 93 | % | 337.4 | 81 | % | ||||||
PEW and PanaHome | 861.1 | 88 | % | 190.5 | 80 | % | ||||||
Components and Devices | 206.3 | 77 | % | 409.2 | 83 | % | ||||||
Other | 178.4 | 66 | % | 128.5 | 64 | % | ||||||
Total | ¥ | 2,780.9 | 89 | % | ¥ | 2,439.0 | 79 | % | ||||
* | See Notes to consolidated financial statements on pages 15-17. |
- 12 -
Panasonic Corporation
Consolidated Information by Business Segment *
(Nine months ended December 31)
By Business Segment:
Yen (billions) |
Percentage | ||||||||||
2009 | 2008 | 2009/2008 | |||||||||
[Sales] |
|||||||||||
Digital AVC Networks |
¥ | 2,578.2 | ¥ | 3,040.2 | 85 | % | |||||
Home Appliances |
856.6 | 977.6 | 88 | % | |||||||
PEW and PanaHome |
1,184.4 | 1,361.4 | 87 | % | |||||||
Components and Devices |
756.8 | 948.5 | 80 | % | |||||||
Other |
677.7 | 821.0 | 83 | % | |||||||
Subtotal |
6,053.7 | 7,148.7 | 85 | % | |||||||
Eliminations |
(833.8 | ) | (925.0 | ) | | ||||||
Consolidated total |
¥ | 5,219.9 | ¥ | 6,223.7 | 84 | % | |||||
[Segment Profit]** |
|||||||||||
Digital AVC Networks |
¥ | 52.9 | ¥ | 97.9 | 54 | % | |||||
Home Appliances |
59.7 | 65.1 | 92 | % | |||||||
PEW and PanaHome |
21.6 | 46.1 | 47 | % | |||||||
Components and Devices |
21.2 | 54.0 | 39 | % | |||||||
Other |
8.3 | 28.9 | 29 | % | |||||||
Subtotal |
163.7 | 292.0 | 56 | % | |||||||
Corporate and eliminations |
(33.8 | ) | (37.5 | ) | | ||||||
Consolidated total |
¥ | 129.9 | ¥ | 254.5 | 51 | % | |||||
* ** See Notes to consolidated financial statements on pages 15-17.
- 13 -
Panasonic Corporation
Consolidated Information by Business Field *
(Nine months ended December 31)
By Business Field**:
Yen (billions) |
Percentage | ||||||||||
2009 | 2008 | 2009/2008 | |||||||||
[Sales] |
|||||||||||
Digital AVC Networks Solution |
¥ | 2,578.2 | ¥ | 3,040.2 | 85 | % | |||||
Solutions for the Environment and Comfortable Living |
2,041.0 | 2,339.0 | 87 | % | |||||||
Devices and Industry Solution |
1,434.5 | 1,769.5 | 81 | % | |||||||
Subtotal |
6,053.7 | 7,148.7 | 85 | % | |||||||
Eliminations |
(833.8 | ) | (925.0 | ) | | ||||||
Consolidated total |
¥ | 5,219.9 | ¥ | 6,223.7 | 84 | % | |||||
[Business Field Profit]*** |
|||||||||||
Digital AVC Networks Solution |
¥ | 52.9 | ¥ | 97.9 | 54 | % | |||||
Solutions for the Environment and Comfortable Living |
81.3 | 111.2 | 73 | % | |||||||
Devices and Industry Solution |
29.5 | 82.9 | 36 | % | |||||||
Subtotal |
163.7 | 292.0 | 56 | % | |||||||
Corporate and eliminations |
(33.8 | ) | (37.5 | ) | | ||||||
Consolidated total |
¥ | 129.9 | ¥ | 254.5 | 51 | % | |||||
* *** See Notes to consolidated financial statements on pages 15-17.
** For definition of business fields of the Group, see Note 11 of Notes to consolidated financial statements on page 17.
- 14 -
Panasonic Corporation
Consolidated Statement of Cash Flows *
(Nine months ended December 31)
Yen (millions) |
||||||||
2009 | 2008 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
¥ | (16,477 | ) | ¥ | 51,838 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
195,252 | 275,260 | ||||||
Net gain on sale of investments |
(1,000 | ) | (15,546 | ) | ||||
(Increase) decrease in trade receivables |
(157,397 | ) | 117,157 | |||||
(Increase) decrease in inventories |
36,662 | (138,064 | ) | |||||
Increase (decrease) in trade payables |
130,648 | (96,059 | ) | |||||
Increase (decrease) in retirement and severance benefits |
(10,106 | ) | (81,284 | ) | ||||
Other |
128,577 | 10,600 | ||||||
Net cash provided by operating activities |
306,159 | 123,902 | ||||||
Cash flows from investing activities: |
||||||||
Proceeds from disposition of investments and advances |
45,204 | 105,671 | ||||||
Increase in investments and advances |
(6,803 | ) | (31,270 | ) | ||||
Capital expenditures |
(306,728 | ) | (397,121 | ) | ||||
Proceeds from sale of fixed assets |
40,216 | 19,121 | ||||||
(Increase) decrease in time deposits |
95,660 | (26,018 | ) | |||||
Purchase of shares of newly consolidated subsidiary |
(174,808 | ) | | |||||
Other |
(30,960 | ) | (25,934 | ) | ||||
Net cash used in investing activities |
(338,219 | ) | (355,551 | ) | ||||
Cash flows from financing activities: |
||||||||
Increase (decrease) in short-term debt |
216,947 | 2,311 | ||||||
Increase (decrease) in long-term debt |
15,124 | (26,682 | ) | |||||
Dividends paid to Panasonic Corporation common shareholders |
(25,883 | ) | (83,364 | ) | ||||
Dividends paid to noncontrolling interests |
(12,146 | ) | (18,683 | ) | ||||
(Increase) decrease in treasury stock |
(33 | ) | (71,782 | ) | ||||
Other |
(10,960 | ) | (39 | ) | ||||
Net cash provided by (used in) financing activities |
183,049 | (198,239 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents |
(13,951 | ) | (60,803 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
137,038 | (490,691 | ) | |||||
Cash and cash equivalents at beginning of period |
973,867 | 1,214,816 | ||||||
Cash and cash equivalents at end of period |
¥ | 1,110,905 | ¥ | 724,125 | ||||
* | See Notes to consolidated financial statements on pages 15-17. |
- 15 -
Notes to consolidated financial statements:
1. The companys consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP).
2. In order to be consistent with generally accepted financial reporting practices in Japan, operating profit 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 companys financial results with those of other Japanese companies. Please refer to the accompanying consolidated statement of operations and Note 3 for U.S. GAAP reconciliation.
3. Under U.S. GAAP, expenses associated with the implementation of early retirement programs at certain domestic and overseas companies are included as part of operating profit in the statement of operations.
4. In June 2009, FASB issued the FASB Accounting Standards Codification (ASC) 105 Generally Accepted Accounting Principles. Accordingly, consolidated financial statements for the period ending after the effective date of ASC 105 should contain Codification citations in place of any corresponding references to legacy accounting pronouncements. The company adopted ASC 105 for the nine months and three months ended December 31, 2009. The Codification does not change or alter existing U.S. GAAP and, therefore, the adoption of ASC 105 did not have an effect on the companys consolidated financial statements.
5. The company adopted ASC 805, Business Combinations (formerly SFAS No. 141 (revised 2007), Business Combinations) and ASC 810, Consolidation (formerly SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment to ARB No. 51) for fiscal 2010. ASC 805 and 810 require most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a business combination to be recorded at full fair value and require noncontrolling interests (referred to as minority interests until fiscal 2009) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. Accordingly, Noncontrolling interests, which was referred to as Minority interests and was classified between liabilities and stockholders equity on the consolidated balance sheet as a separate component until fiscal 2009, are now included in equity. The presentations of the other financial statements were also changed. These presentation requirements have been adopted retrospectively and prior year amounts in the consolidated financial statements have been reclassified to conform to the presentation used for the nine months and the three months ended December 31, 2009.
6. Comprehensive income (loss) attributable to Panasonic Corporation was reported as 13,305 million yen for the nine months ended December 31, 2009, and a loss of 196,598 million yen for the nine months ended December 31, 2008. Comprehensive income (loss) attributable to Panasonic Corporation includes net income (loss) attributable to Panasonic Corporation and increases (decreases) in accumulated other comprehensive income (loss) attributable to Panasonic Corporation.
- 16 -
7. Diluted net income (loss) per share, attributable to Panasonic Corporation common shareholders, for the third quarter, nine months ended December 31, 2009 and for the third quarter of fiscal 2009, has been omitted because the company did not have potential common shares that were outstanding for the period.
8. Regarding consolidated segment profit, expenses for basic research and administrative expenses at the corporate headquarters level are treated as unallocatable expenses for each business segment, and are included in Corporate and eliminations.
9. On December 21, 2009, the company acquired 50.2% of the voting rights of SANYO through a tender offer to obtain a controlling interest in SANYO. The operating results of SANYO and its subsidiaries for the third quarter and the nine months ended December 31, 2009 are not included in the companys consolidated financial statements. Assets acquired and liabilities assumed are under calculation and these amounts reflected on the companys consolidated balance sheet as of December 31, 2009 are as shown below. After deducting 403,780 million yen (the companys investment in SANYO) from 2,434,913 million yen (the total assets acquired), the total assets increased 2,031,133 million yen.
Yen (millions) | |||
Current assets |
¥ | 880,707 | |
Investments and advances |
106,062 | ||
Property, plant and equipment |
406,442 | ||
Other assets |
1,041,702 | ||
Total assets acquired |
2,434,913 | ||
Current liabilities |
605,840 | ||
Noncurrent liabilities |
892,933 | ||
Total liabilities assumed |
¥ | 1,498,773 | |
10. The companys business segments are classified according to a business domain-based management system, which focuses on global consolidated management by each business domain, in order to ensure consistency of its internal management structure and disclosure.
Principal internal divisional companies or units and subsidiaries operating in respective segments are as follows:
Digital AVC Networks
AVC Networks Company, Panasonic Communications Co., Ltd.,
Panasonic Mobile Communications Co., Ltd., Automotive Systems Company,
System Solutions Company, Panasonic Shikoku Electronics Co., Ltd.
Home Appliances
Home Appliances Company, Lighting Company,
Panasonic Ecology Systems Co., Ltd.
PEW and PanaHome
Panasonic Electric Works Co., Ltd., PanaHome Corporation
- 17 -
Components and Devices
Semiconductor Company, Panasonic Electronic Devices Co., Ltd.,
Energy Company, Motor Company
Other
Panasonic Factory Solutions Co., Ltd., Panasonic Welding Systems Co., Ltd.
* | SANYO and its subsidiaries became Panasonics consolidated subsidiaries in December 2009, and will be disclosed as SANYO segment. |
11. In a phase of growth for global excellence, Panasonic discloses three business fields of the group which consist of five segments as shown below in order to further clarify its business fields for investors. Sales and profits by business fields are calculated as the simple total of business segments making up each business field.
Digital AVC Networks Solution
Digital AVC Networks
Solutions for the Environment and Comfortable Living
Home Appliances, PEW and PanaHome
Devices and Industry Solution
Components and Devices, Other
12. Number of consolidated companies: 692 (including parent company)
13. Number of associated companies under the equity method: 237
# # #
Panasonic Corporation
Supplemental Consolidated Financial Data for Fiscal 2010
Third Quarter and Nine Months ended December 31, 2009
1. Sales Breakdown
yen (billions)
Fiscal 2010 Third Quarter |
Total | 10/09 | Local currency basis 10/09 |
Domestic | 10/09 | Overseas | 10/09 | Local currency basis 10/09 |
|||||||||||||
Video and Audio Equipment |
527.1 | 113 | % | 114 | % | 191.9 | 129 | % | 335.2 | 106 | % | 107 | % | ||||||||
Information and Communications Equipment |
388.9 | 96 | % | 98 | % | 203.9 | 97 | % | 185.0 | 95 | % | 99 | % | ||||||||
Digital AVC Networks |
916.0 | 105 | % | 107 | % | 395.8 | 110 | % | 520.2 | 102 | % | 104 | % | ||||||||
Home Appliances |
281.1 | 101 | % | 102 | % | 172.6 | 98 | % | 108.5 | 105 | % | 109 | % | ||||||||
PEW and PanaHome |
363.3 | 94 | % | 95 | % | 295.3 | 92 | % | 68.0 | 107 | % | 111 | % | ||||||||
Components and Devices |
218.5 | 100 | % | 102 | % | 78.8 | 92 | % | 139.7 | 105 | % | 109 | % | ||||||||
Other |
107.7 | 84 | % | 85 | % | 62.4 | 77 | % | 45.3 | 97 | % | 100 | % | ||||||||
Total |
1,886.6 | 100 | % | 102 | % | 1,004.9 | 98 | % | 881.7 | 103 | % | 106 | % | ||||||||
yen (billions)
Fiscal 2010 Nine Months ended December 31, 2009 |
Total | 10/09 | Local currency basis 10/09 |
Domestic | 10/09 | Overseas | 10/09 | Local currency basis 10/09 |
|||||||||||||
Video and Audio Equipment |
1,290.8 | 90 | % | 97 | % | 449.7 | 111 | % | 841.1 | 82 | % | 91 | % | ||||||||
Information and Communications Equipment |
1,135.8 | 80 | % | 85 | % | 603.5 | 87 | % | 532.3 | 74 | % | 82 | % | ||||||||
Digital AVC Networks |
2,426.6 | 85 | % | 91 | % | 1,053.2 | 96 | % | 1,373.4 | 79 | % | 88 | % | ||||||||
Home Appliances |
819.3 | 88 | % | 92 | % | 481.9 | 93 | % | 337.4 | 81 | % | 90 | % | ||||||||
PEW and PanaHome |
1,051.6 | 86 | % | 88 | % | 861.1 | 88 | % | 190.5 | 80 | % | 88 | % | ||||||||
Components and Devices |
615.5 | 81 | % | 86 | % | 206.3 | 77 | % | 409.2 | 83 | % | 91 | % | ||||||||
Other |
306.9 | 65 | % | 67 | % | 178.4 | 66 | % | 128.5 | 64 | % | 68 | % | ||||||||
Total |
5,219.9 | 84 | % | 88 | % | 2,780.9 | 89 | % | 2,439.0 | 79 | % | 87 | % | ||||||||
Overseas Sales by Region
yen (billions)
Fiscal 2010 Third Quarter | Fiscal 2010 Nine Months ended December 31, 2009 |
|||||||||||||||
10/09 | Local currency basis 10/09 |
10/09 | Local currency basis 10/09 |
|||||||||||||
North and South America |
250.4 | 98 | % | 103 | % | 675.0 | 80 | % | 88 | % | ||||||
Europe |
228.8 | 99 | % | 99 | % | 581.9 | 72 | % | 82 | % | ||||||
Asia |
215.8 | 114 | % | 114 | % | 619.2 | 85 | % | 95 | % | ||||||
China |
186.7 | 103 | % | 109 | % | 562.9 | 79 | % | 84 | % | ||||||
Total |
881.7 | 103 | % | 106 | % | 2,439.0 | 79 | % | 87 | % | ||||||
-1-
2. Sales by Products
yen (billions)
Product Category |
Products |
Fiscal 2010 | ||||||||||
Third Quarter | Nine Months ended December 31 |
|||||||||||
Sales | 10/09 | Sales | 10/09 | |||||||||
Digital AVC Networks |
TVs |
341.2 | 123 | % | 807.0 | 96 | % | |||||
Plasma TVs |
183.4 | 108 | % | 442.1 | 91 | % | ||||||
LCD TVs |
136.4 | 155 | % | 308.4 | 108 | % | ||||||
Digital cameras |
60.6 | 122 | % | 164.7 | 93 | % | ||||||
BD / DVD recorders |
50.3 | 110 | % | 112.2 | 102 | % | ||||||
BD recorders / players |
39.1 | 133 | % | 83.7 | 141 | % | ||||||
VCRs / camcorders |
15.8 | 113 | % | 48.3 | 76 | % | ||||||
Audio equipment |
26.1 | 96 | % | 60.6 | 76 | % | ||||||
Information equipment |
268.1 | 102 | % | 749.6 | 81 | % | ||||||
Communications equipment |
120.8 | 86 | % | 386.2 | 79 | % | ||||||
Mobile communications equipment |
54.6 | 76 | % | 200.9 | 80 | % | ||||||
Home Appliances |
Air conditioners |
42.3 | 104 | % | 171.5 | 84 | % | |||||
Refrigerators |
31.9 | 127 | % | 97.1 | 110 | % | ||||||
Components and Devices |
General components |
83.5 | 106 | % | 235.5 | 82 | % | |||||
Semiconductors * |
81.0 | 87 | % | 246.7 | 73 | % | ||||||
Batteries |
66.6 | 92 | % | 183.1 | 81 | % | ||||||
Other |
FA equipment |
25.7 | 112 | % | 63.3 | 50 | % |
* | Information for semiconductors is on a production basis. |
3. Segment Information
yen (billions)
Fiscal 2010 Third Quarter | Fiscal 2010 Nine Months ended December 31 | |||||||||||||||||||||||||
Sales | 10/09 | Segment Profit |
% of sales | 10/09 | Sales | 10/09 | Segment Profit |
% of sales | 10/09 | |||||||||||||||||
Digital AVC Networks |
974.1 | 104 | % | 40.2 | 4.1 | % | | 2,578.2 | 85 | % | 52.9 | 2.1 | % | 54 | % | |||||||||||
Home Appliances |
289.5 | 99 | % | 30.7 | 10.6 | % | 169 | % | 856.6 | 88 | % | 59.7 | 7.0 | % | 92 | % | ||||||||||
PEW and PanaHome |
410.7 | 95 | % | 17.4 | 4.2 | % | 168 | % | 1,184.4 | 87 | % | 21.6 | 1.8 | % | 47 | % | ||||||||||
Components and Devices |
265.7 | 95 | % | 19.9 | 7.5 | % | 398 | % | 756.8 | 80 | % | 21.2 | 2.8 | % | 39 | % | ||||||||||
Other |
231.6 | 104 | % | 6.2 | 2.7 | % | 6,889 | % | 677.7 | 83 | % | 8.3 | 1.2 | % | 29 | % | ||||||||||
Total |
2,171.6 | 100 | % | 114.4 | 5.3 | % | 398 | % | 6,053.7 | 85 | % | 163.7 | 2.7 | % | 56 | % | ||||||||||
Corporate and eliminations |
-285.0 | | -13.4 | | | -833.8 | | -33.8 | | | ||||||||||||||||
Consolidated total |
1,886.6 | 100 | % | 101.0 | 5.4 | % | 383 | % | 5,219.9 | 84 | % | 129.9 | 2.5 | % | 51 | % | ||||||||||
4. Financial data for the primary domain companies
(Business domain company basis)
<Sales, Domain company profit (production division basis), and Capital Investment * >
Fiscal 2010 Third Quarter | yen (billions) |
Sales | Domain company profit | Capital Investment | |||||||||||||||
10/09 | % of sales | 10/09 | 10-09 | ||||||||||||||
AVC Networks Company |
526.2 | 101 | % | 0.1 | 0.0 | % | | 34.6 | -15.4 | ||||||||
Panasonic Mobile Communications Co., Ltd. |
63.7 | 74 | % | 0.4 | 0.6 | % | 6 | % | 0.4 | -0.4 | |||||||
Panasonic Electronic Devices Co., Ltd. |
97.3 | 105 | % | 4.6 | 4.7 | % | | 3.5 | -5.3 | ||||||||
Factory Automation Business |
26.5 | 103 | % | 0.1 | 0.5 | % | | 0.2 | -0.2 | ||||||||
Fiscal 2010 Nine Months ended December 31, 2009 | yen (billions) | ||||||||||||||||
Sales | Domain company profit | Capital Investment | |||||||||||||||
10/09 | % of sales | 10/09 | 10-09 | ||||||||||||||
AVC Networks Company |
1,328.5 | 83 | % | -32.8 | -2.5 | % | | 144.7 | -1.9 | ||||||||
Panasonic Mobile Communications Co., Ltd. |
229.6 | 78 | % | 10.1 | 4.4 | % | 36 | % | 1.5 | -1.3 | |||||||
Panasonic Electronic Devices Co., Ltd. |
277.2 | 82 | % | 3.7 | 1.3 | % | 25 | % | 12.6 | -15.2 | |||||||
Factory Automation Business |
66.7 | 48 | % | -9.4 | -14.0 | % | | 1.6 | +0.2 |
* | These figures are calculated on an accrual basis. |
- 2 -
5. Capital Investment by segments *
yen (billions) | ||||||||
Third Quarter | Nine Months ended December 31, 2009 | |||||||
10-09 | 10-09 | |||||||
Digital AVC Networks |
37.8 | -17.1 | 154.6 | -22.3 | ||||
Home Appliances |
5.6 | -4.9 | 28.0 | -8.0 | ||||
PEW and PanaHome |
6.6 | -2.6 | 19.2 | -9.9 | ||||
Components and Devices ** |
20.1 | -13.8 | 67.7 | -24.6 | ||||
Other |
1.6 | -2.2 | 6.1 | -11.8 | ||||
Total |
71.7 | -40.6 | 275.6 | -76.6 | ||||
<** semiconductors only> |
< 3.1 > | < -13.3 > | < 12.2 > | < -27.5 > |
* | These figures are calculated on an accrual basis. |
6. Foreign Currency Exchange Rates
<Export Rates> |
||||||||||
Fiscal 2009 | Fiscal 2010 | |||||||||
Third Quarter | Nine Months ended December 31 |
Full Year | Third Quarter | Nine Months ended December 31 | ||||||
U.S. Dollars |
¥104 | ¥104 | ¥103 | ¥93 | ¥94 | |||||
Euro |
¥155 | ¥158 | ¥153 | ¥132 | ¥129 | |||||
<Rates Used for Consolidation> |
||||||||||
Fiscal 2009 | Fiscal 2010 | |||||||||
Third Quarter | Nine Months ended December 31 |
Full Year | Third Quarter | Nine Months ended December 31 | ||||||
U.S. Dollars |
¥96 | ¥103 | ¥101 | ¥90 | ¥94 | |||||
Euro |
¥127 | ¥151 | ¥143 | ¥133 | ¥133 | |||||
<Foreign Currency Transaction> * | (billions) | |||||||||
Fiscal 2009 | Fiscal 2010 | |||||||||
Third Quarter | Nine Months ended December 31 |
Full Year | Third Quarter | Nine Months ended December 31 | ||||||
U.S. Dollars |
US$0.6 | US$2.1 | US$2.4 | US$0.6 | US$1.5 | |||||
Euro |
0.4 | 1.2 | 1.4 | 0.2 | 0.8 |
* | These figures are based on the net foreign exchange exposure of the company. |
7. Number of Employees
(persons | ) | ||||||||
End of December 2008 | End of March 2009 | End of September 2009 | End of December 2009 | ||||||
Domestic |
132,715 | 132,144 | 127,888 | 154,954 | |||||
Overseas |
174,729 | 160,106 | 156,551 | 227,526 | |||||
Total |
307,444 | 292,250 | 284,439 | 382,480 |
- 3 -
8. Annual Forecast for Fiscal 2010, ending March 31, 2010
Segment Information
yen (billions)
Revised Forecast (as of February 5, 2010) | |||||||||||||
Sales | 10/09 | Segment profit | % of sales | 10/09 | |||||||||
Digital AVC Networks |
3,436.0 | 92 | % | 70.0 | 2.0 | % | 2,204 | % | |||||
Home Appliances |
1,157.0 | 95 | % | 67.0 | 5.8 | % | 137 | % | |||||
PEW and PanaHome |
1,592.0 | 90 | % | 34.0 | 2.1 | % | 85 | % | |||||
Components and Devices |
1,008.0 | 89 | % | 34.0 | 3.4 | % | 478 | % | |||||
SANYO |
388.4 | | -7.0 | | | ||||||||
Other |
877.0 | 82 | % | 10.0 | 1.1 | % | 42 | % | |||||
Total |
8,458.4 | 95 | % | 208.0 | 2.5 | % | 169 | % | |||||
Corporate and eliminations |
-1,108.4 | | -58.0 | | | ||||||||
Consolidated total |
7,350.0 | 95 | % | 150.0 | 2.0 | % | 206 | % | |||||
Disclaimer Regarding Forward-Looking Statements
This document includes forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934) about Panasonic and its Group companies (the Panasonic Group). To the extent that statements in this document do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Panasonic Group in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Panasonic Groups actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Panasonic undertakes no obligation to publicly update any forward-looking statements after the date of this document. Investors are advised to consult any further disclosures by Panasonic in its subsequent filings with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and its other filings.
The risks, uncertainties and other factors referred to above include, but are not limited to, economic conditions, particularly consumer spending and corporate capital expenditures in the United States, Europe, Japan, China, Asia and other countries; volatility in demand for electronic equipment and components from business and industrial customers, as well as consumers in many product and geographical markets; currency rate fluctuations, notably between the yen, the U.S. dollar, the euro, the Chinese yuan, Asian currencies and other currencies in which the Panasonic Group operates businesses, or in which assets and liabilities of the Panasonic Group are denominated; the possibility of the Panasonic Group incurring additional costs of raising funds, because of changes in the fund raising environment; the ability of the Panasonic Group to respond to rapid technological changes and changing consumer preferences with timely and cost-effective introductions of new products in markets that are highly competitive in terms of both price and technology; the possibility of not achieving expected results on the alliances or mergers and acquisitions including the acquisition of SANYO Electric Co., Ltd.; the ability of the Panasonic Group to achieve its business objectives through joint ventures and other collaborative agreements with other companies; the ability of the Panasonic Group to maintain competitive strength in many product and geographical areas; the possibility of incurring expenses resulting from any defects in products or services of the Panasonic Group; the possibility that the Panasonic Group may face intellectual property infringement claims by third parties; current and potential, direct and indirect restrictions imposed by other countries over trade, manufacturing, labor and operations; fluctuations in market prices of securities and other assets in which the Panasonic Group has holdings or changes in valuation of long-lived assets, including property, plant and equipment and goodwill, deferred tax assets and uncertain tax positions; future changes or revisions to accounting policies or accounting rules; as well as natural disasters including earthquakes, prevalence of infectious diseases throughout the world and other events that may negatively impact business activities of the Panasonic Group. The factors listed above are not all-inclusive and further information is contained in Panasonics latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange Commission.
- 4 -
<Attachment 1> Reference
Segment information for fiscal 2010
Sales |
Yen (billions) |
1st Quarter (Apr. to Jun.) |
2nd Quarter (Jul. to Sep.) |
3rd Quarter (Oct. to Dec.) | ||||
Digital AVC Networks |
773.3 | 830.8 | 974.1 | |||
Home Appliances |
293.9 | 273.2 | 289.5 | |||
PEW and PanaHome |
357.7 | 416.0 | 410.7 | |||
Components and Devices |
229.6 | 261.5 | 265.7 | |||
Other |
204.7 | 241.4 | 231.6 | |||
Subtotal |
1,859.2 | 2,022.9 | 2,171.6 | |||
Eliminations |
-263.7 | -285.1 | -285.0 | |||
Total |
1,595.5 | 1,737.8 | 1,886.6 | |||
Segment profit
|
||||||
1st Quarter (Apr. to Jun.) |
2nd Quarter (Jul. to Sep.) |
3rd Quarter (Oct. to Dec.) | ||||
Digital AVC Networks |
-13.6 | 26.3 | 40.2 | |||
Home Appliances |
20.3 | 8.7 | 30.7 | |||
PEW and PanaHome |
-7.8 | 12.0 | 17.4 | |||
Components and Devices |
-11.5 | 12.8 | 19.9 | |||
Other |
-0.9 | 3.0 | 6.2 | |||
Subtotal |
-13.5 | 62.8 | 114.4 | |||
Corporate and eliminations |
-6.7 | -13.7 | -13.4 | |||
Total |
-20.2 | 49.1 | 101.0 | |||
- 5 -
<Attachment 2> Reference
Segment information for fiscal 2009
Sales |
Yen (billions) |
1st Quarter (Apr. to Jun.) |
2nd Quarter (Jul. to Sept.) |
3rd Quarter (Oct. to Dec.) |
4th Quarter (Jan. to Mar.) |
Full year (Apr. to Mar.) | ||||||
Digital AVC Networks |
1,046.4 | 1,056.5 | 937.3 | 708.8 | 3,749.0 | |||||
Home Appliances |
352.1 | 333.4 | 292.1 | 245.3 | 1,222.9 | |||||
PEW and PanaHome |
432.8 | 495.9 | 432.7 | 404.9 | 1,766.3 | |||||
Components and Devices |
334.5 | 335.7 | 278.3 | 178.8 | 1,127.3 | |||||
Other |
289.4 | 309.2 | 222.4 | 250.7 | 1,071.7 | |||||
Subtotal |
2,455.2 | 2,530.7 | 2,162.8 | 1,788.5 | 8,937.2 | |||||
Eliminations |
-303.2 | -339.0 | -282.9 | -246.6 | -1,171.7 | |||||
Total |
2,152.0 | 2,191.7 | 1,879.9 | 1,541.9 | 7,765.5 | |||||
Segment profit
|
||||||||||
1st Quarter (Apr. to Jun.) |
2nd Quarter (Jul. to Sept.) |
3rd Quarter (Oct. to Dec.) |
4th Quarter (Jan. to Mar.) |
Full year (Apr. to Mar.) | ||||||
Digital AVC Networks |
55.0 | 47.8 | -4.9 | -94.7 | 3.2 | |||||
Home Appliances |
31.5 | 15.4 | 18.2 | -16.1 | 49.0 | |||||
PEW and PanaHome |
10.5 | 25.3 | 10.3 | -6.0 | 40.1 | |||||
Components and Devices |
19.5 | 29.5 | 5.0 | -46.9 | 7.1 | |||||
Other |
13.9 | 14.9 | 0.1 | -5.0 | 23.9 | |||||
Subtotal |
130.4 | 132.9 | 28.7 | -168.7 | 123.3 | |||||
Corporate and eliminations |
-20.8 | -14.4 | -2.3 | -12.9 | -50.4 | |||||
Total |
109.6 | 118.5 | 26.4 | -181.6 | 72.9 | |||||
Notes:
1. | JVC and its consolidated subsidiaries became associated companies under the equity method from August 2007. |
2. | The company has changed the transaction between Global Procurement Service Company and other segments since April 1, 2008. Accordingly, segment information for Other and Corporate and eliminations of fiscal 2008 has been reclassified to conform to the presentation for fiscal 2009. |
3. | The name of AVC Networks was changed to Digital AVC Networks in April 2008. |
4. | The name of MEW and PanaHome was changed to PEW and PanaHome as of October 1, 2008. |
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<Attachment 3> Reference
Segment information for fiscal 2008
Sales |
Yen (billions) |
1st Quarter (Apr. to Jun.) |
2nd Quarter (Jul. to Sept.) |
3rd Quarter (Oct. to Dec.) |
4th Quarter (Jan. to Mar.) |
Full year (Apr. to Mar.) | ||||||
Digital AVC Networks |
996.1 | 1,063.5 | 1,207.7 | 1,052.3 | 4,319.6 | |||||
Home Appliances |
349.4 | 317.6 | 339.2 | 310.2 | 1,316.4 | |||||
PEW and PanaHome |
431.9 | 505.3 | 472.5 | 500.6 | 1,910.3 | |||||
Components and Devices |
348.2 | 364.1 | 357.3 | 329.1 | 1,398.7 | |||||
Other |
260.4 | 281.9 | 249.8 | 292.1 | 1,084.2 | |||||
JVC |
138.0 | 45.1 | | | 183.1 | |||||
Subtotal |
2,524.0 | 2,577.5 | 2,626.5 | 2,484.3 | 10,212.3 | |||||
Eliminations |
-284.5 | -291.7 | -281.9 | -285.3 | -1,143.4 | |||||
Total |
2,239.5 | 2,285.8 | 2,344.6 | 2,199.0 | 9,068.9 | |||||
Segment profit
|
||||||||||
1st Quarter (Apr. to Jun.) |
2nd Quarter (Jul. to Sept.) |
3rd Quarter (Oct. to Dec.) |
4th Quarter (Jan. to Mar.) |
Full year (Apr. to Mar.) | ||||||
Digital AVC Networks |
38.9 | 71.2 | 84.3 | 57.9 | 252.3 | |||||
Home Appliances |
18.0 | 19.3 | 25.9 | 23.2 | 86.4 | |||||
PEW and PanaHome |
9.9 | 31.2 | 27.3 | 28.0 | 96.4 | |||||
Components and Devices |
18.4 | 31.1 | 27.8 | 27.7 | 105.0 | |||||
Other |
13.8 | 21.1 | 12.1 | 17.2 | 64.2 | |||||
JVC |
-6.7 | -3.0 | | | -9.7 | |||||
Subtotal |
92.3 | 170.9 | 177.4 | 154.0 | 594.6 | |||||
Corporate and eliminations |
-18.4 | -24.8 | -12.0 | -19.9 | -75.1 | |||||
Total |
73.9 | 146.1 | 165.4 | 134.1 | 519.5 | |||||
- 7 -
FOR IMMEDIATE RELEASE
Media Contacts: | Investor Relations Contacts: | |
Akira Kadota (Japan) International PR (Tel: +81-3-6403-3040)
Panasonic News Bureau (Japan) (Tel: +81-3-3542-6205)
Jim Reilly (U.S.) (Tel: +1-201-392-6067)
Anne Guennewig (Europe) (Tel: +49-611-235-457) |
Makoto Mihara (Japan) Investor Relations (Tel: +81-6-6908-1121)
Yuko Iwatsu (U.S.) Panasonic Finance (America), Inc. (Tel: +1-212-698-1365)
Hiroko Carvell (Europe) Panasonic Finance (Europe) plc (Tel: +44-20-7562-4400) | |
Panasonic Signed an Agreement to Absorb
Wholly-Owned Subsidiary (Panasonic Battery Electrode Co., Ltd.)
Osaka, Japan, February 5, 2010 Panasonic Corporation (Panasonic [NYSE: PC]) today announced that its Board of Directors has decided and signed an agreement to absorb Panasonic Battery Electrode Co., Ltd. (PBEL), a wholly-owned consolidated subsidiary of Panasonic. The merger is expected to take effect on April 1, 2010.
Details of the merger are outlined below.
1. Purpose of the Merger
Panasonic pursues a growth strategy of lithium-ion battery business to strengthen the energy business, which is a key business of its Group, and enhance the product and cost competitiveness. The company integrates PBEL, which operates an electrode production of lithium-ion batteries, into the Energy Company, an internal divisional company of Panasonic, aiming for a unified and effective management on the energy business.
2. Details of the Merger
(1) | Schedule of the Merger |
February 5, 2010 | Resolution of the Board of Directors on the merger | |
February 5, 2010 | Signing of the merger agreement | |
April 1, 2010 (planned) | Effective date of the merger |
(Note: The merger will be conducted through a simplified procedure provided under the Company Law of Japan, by which resolutions of the shareholders meetings of Panasonic and PBEL will not be required.)
(2) | Method of the merger |
Panasonic, as the continuing company, will absorb PBEL, which will be dissolved upon the merger.
- 2 -
(3) | Allotment in relation to the merger |
There shall be no allotment of shares or any other consideration upon the merger.
(4) | Treatment of stock acquisition rights and convertible bonds of the dissolving company |
There are no stock acquisition rights or convertible bonds issued by PBEL.
3. Basic information of Panasonic and PBEL
(As of March 31, 2009) | |||||||||
Trade Name |
Panasonic Corporation (continuing company) |
Panasonic Battery Electrode Co., Ltd. (dissolving company) | |||||||
Principal Office | Kadoma-shi, Osaka, Japan | Moriguchi-shi, Osaka, Japan | |||||||
Representative | Fumio Ohtsubo, President | Syusuke Oguro, President | |||||||
Principal Lines of Business | Manufacture and sale of electronic and electric equipment | Technological development, manufacture and sale of active material and electrode of lithium-ion battery | |||||||
Capital Stock (million yen) |
258,740 | 480 | |||||||
Date of Incorporation | December 15, 1935 | January 5, 2005 | |||||||
Shares Issued | 2,453,053,497 | 9,600 | |||||||
Financial Closing Date | March 31 | March 31 | |||||||
Major Shareholders and Shareholdings | The Master Trust Bank of Japan, Ltd. (trust account)
|
5.38
|
%
|
Panasonic Corporation | 100% | ||||
Moxley & Co.
|
5.00
|
%
|
|||||||
Japan Trustee Services Bank, Ltd. (trust account)
|
4.84
|
%
|
|||||||
Japan Trustee Services Bank, Ltd. (trust account 4G)
|
4.62
|
%
|
|||||||
Nippon Life Insurance Company | 2.73 | % | |||||||
Shareholders Equity (million yen) |
2,783,980 (consolidated basis) |
|
756 (non-consolidated basis) | ||||||
Total Assets (million yen) |
6,403,316 (consolidated basis) |
|
3,721 (non-consolidated basis) | ||||||
Shareholders equity per share (yen) |
1,344.50 (consolidated basis) |
|
78,795.12 (non-consolidated basis) | ||||||
Sales (million yen) |
7,765,507 (consolidated basis) |
|
29,252 (non-consolidated basis) | ||||||
Operating profit (million yen) |
72,873 (consolidated basis) |
|
166 (non-consolidated basis) | ||||||
Recurring Profit (million yen) |
| 152 (non-consolidated basis) | |||||||
Net income (loss) (million yen) |
(378,961) (consolidated basis) |
|
78 (non-consolidated basis) | ||||||
Net income (loss) per share (yen) |
(182.25) (consolidated basis) |
|
8,154.62 (non-consolidated basis) |
Notes: 1. Amounts less than one million yen have been rounded to the nearest whole million yen amount.
2. Panasonics shareholders equity is presented in accordance with U.S. GAAP.
3. Panasonic holds 382,411 thousand shares, 15.58%, of its own common stock.
- 3 -
4. Conditions after the Merger
Trade name, principal office, representative, principal lines of business, capital stock and financial closing shall not be changed by this merger.
5. Effect on Financial Outlook
There shall be no change in the financial outlook for fiscal year, ending March 31, 2010.
Disclaimer Regarding Forward-Looking Statements
This press release includes forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934) about Panasonic and its Group companies (the Panasonic Group). To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Panasonic Group in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Panasonic Groups actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Panasonic undertakes no obligation to publicly update any forward-looking statements after the date of this press release. Investors are advised to consult any further disclosures by Panasonic in its subsequent filings with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and its other filings.
The risks, uncertainties and other factors referred to above include, but are not limited to, economic conditions, particularly consumer spending and corporate capital expenditures in the United States, Europe, Japan, China, Asia and other countries; volatility in demand for electronic equipment and components from business and industrial customers, as well as consumers in many product and geographical markets; currency rate fluctuations, notably between the yen, the U.S. dollar, the euro, the Chinese yuan, Asian currencies and other currencies in which the Panasonic Group operates businesses, or in which assets and liabilities of the Panasonic Group are denominated; the possibility of the Panasonic Group incurring additional costs of raising funds, because of changes in the fund raising environment; the ability of the Panasonic Group to respond to rapid technological changes and changing consumer preferences with timely and cost-effective introductions of new products in markets that are highly competitive in terms of both price and technology; the possibility of not achieving expected results on the alliances or mergers and acquisitions including the acquisition of SANYO Electric Co., Ltd.; the ability of the Panasonic Group to achieve its business objectives through joint ventures and other collaborative agreements with other companies; the ability of the Panasonic Group to maintain competitive strength in many product and geographical areas; the possibility of incurring expenses resulting from any defects in products or services of the Panasonic Group; the possibility that the Panasonic Group may face intellectual property infringement claims by third parties; current and potential, direct and indirect restrictions imposed by other countries over trade, manufacturing, labor and operations; fluctuations in market prices of securities and other assets in which the Panasonic Group has holdings or changes in valuation of long-lived assets, including property, plant and equipment and goodwill, deferred tax assets and uncertain tax positions; future changes or revisions to accounting policies or accounting rules; as well as natural disasters including earthquakes, prevalence of infectious diseases throughout the world and other events that may negatively impact business activities of the Panasonic Group. The factors listed above are not all-inclusive and further information is contained in Panasonics latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange Commission.
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