-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DA2yUvOmizUAeQxc1vmq3CfRL2cV6qjVKJ3MdameDbGkN7g1vrCJpNj91QyQx+9p vbhF/hUViaV/HwWpZAbZWw== 0001158967-08-000032.txt : 20081224 0001158967-08-000032.hdr.sgml : 20081224 20081224074633 ACCESSION NUMBER: 0001158967-08-000032 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20081224 FILED AS OF DATE: 20081224 DATE AS OF CHANGE: 20081224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIDEC CORP CENTRAL INDEX KEY: 0001158967 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-13896 FILM NUMBER: 081268909 BUSINESS ADDRESS: STREET 1: 338 TONOSHIRO-CHO,KUZE STREET 2: MINAMI-KU,KYOTO CITY: JAPAN STATE: M0 ZIP: 601-8205 BUSINESS PHONE: 81759221111 MAIL ADDRESS: STREET 1: 338 TONOSHIRO-CHO,KUZE STREET 2: MINAMI-KU,KYOTO CITY: JAPAN STATE: M0 ZIP: 601-8205 20-F/A 1 f2008320fa_edgar.htm FORM 20-F/A
Table of Contents
Index to Consolidated Financial Statements and Information.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No.1)

o 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2008

OR

o 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number: 333-13896

Nihon Densan Kabushiki Kaisha

(Exact name of registrant as specified in its charter)

NIDEC CORPORATION

(Translation of Registrant’s name into English)

Japan

338 Kuzetonoshiro-cho,
Minami-ku, Kyoto 601-8205 Japan

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)


Masahiro Nagayasu, General Manager of Investor Relations

Telephone; +81-75-935-6140 , e-mail: ir@jp.nidec.com

Address: 338 Kuzetonoshiro-cho, Minami-ku, Kyoto 601-8205, Japan

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)


Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange On Which Registered

  

Common Stock*

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31,  2008, 144,939,997 shares of common stock were outstanding, including 3,253,184 shares represented by 13,012,736 American Depositary Shares .

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x   No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o   No x

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer  x   Accelerated filer  o    Non-accelerated filer  o


Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

  U.S. GAAP  x  

  International Financial Reporting Standards as issued by the International Accounting Standards Board  o  

  Other  o  



If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  o   Item 18o


If this is an annual report, indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x

 

*

Not for trading, but only in connection with the listing of the American Depositary Shares, each representing one-fourth of one share of Common Stock.




Explanatory Note


This Amendment No. 1 to Form 20-F (the "Form 20-F/A") amends our annual report for the fiscal year ended March 31, 2008, originally filed with the Securities and Exchange Commission ("SEC") on September 22, 2008 (the "Form 20-F"). The Form 20-F/A corrects the Commission file number on the cover page of the Form 20-F/A, corrects the last paragraph of Item 16E, updates Note 26 to our consolidated financial statements and includes amended and currently dated signature page and certifications under Section 302 of the Sarbanes-Oxley Act of 2002, which, as originally filed, omitted a paragraph required by Item 601 of Regulation S-K.


This Form 20-F/A continues to speak as of the date of the Form 20-F and no attempt has been made in this Form 20-F/A to modify or update disclosures in the original Form 20-F except as noted above. This Form 20-F/A does not reflect events occurring after the filing of the Form 20-F or modify or update any related disclosures and information not affected by the amendment is unchanged and reflects the disclosure made at the time of the filing of the Form 20-F with the SEC except as noted above. In particular, any forward-looking statements included in this Form 20-F/A represent management's view as of the filing date of the Form 20-F. Accordingly, this Form 20-F/A should be read in conjunction with any documents incorporated by reference therein and our filings made with the SEC to the filing of the Form 20-F, including any amendments to those filings.







Table of Contents
Index to Consolidated Financial Statements and Information.


  TABLE OF CONTENTS   
      
    Page 
PART I  
   Item  1. Identity of Directors, Senior Management and Advisers. 4  
   Item  2. Offer Statistics and Expected Timetable. 4  
   Item  3.  Key Information. 5  
   Item  4. Information on the Company. 18  
   Item  4A. Unresolved Staff Comments 37  
   Item  5. Operating and Financial Review and Prospects. 38  
   Item  6. Directors, Senior Management and Employees. 70  
   Item  7. Major Shareholders and Related Party Transactions 77  
   Item  8. Financial Information 78  
   Item  9. The Offer and Listing. 80  
   Item 10. Additional Information. 82  
   Item 11. Quantitative and Qualitative Disclosures About Market Risk. 98  
   Item 12. Description of Securities Other Than Equity Securities. 101  
PART II  
   Item 13. Defaults, Dividend Arrearages and Delinquencies. 101  
   Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds. 101  
   Item 15. Controls and Procedures. 102  
   Item 16A. Audit Committee Financial Expert. 103  
   Item 16B. Code of Ethics. 103  
   Item 16C. Principal Accountant Fees and Services. 103  
   Item 16D. Exemptions from the Listing Standards for Audit Committees. 104  
   Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchases 106  
PART III  
   Item 17. Financial Statements 106  
   Item 18. Financial Statements 106  
   Item 19. Exhibits. 107  
   
   Index to Consolidated Financial Statements and Information. F-1  
   
               


As used in this annual report, unless otherwise specified, references to “Nidec” are to Nidec Corporation, and references to “we,” “our” and “us” are to Nidec Corporation and, except as the context otherwise requires, its consolidated subsidiaries.

As used in this annual report, “U.S. dollar” or “$” means the lawful currency of the United States of America, and “yen” or “¥” means the lawful currency of Japan.

As used in this annual report, “U.S. GAAP” means accounting principles generally accepted in the United States, and “Japanese GAAP” means accounting principles generally accepted in Japan.

As used in this annual report, “ADS” means an American Depositary Share, and “ADR” means an American Depositary Receipt.

In tables appearing in this annual report, figures may not add up to totals due to rounding.


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Table of Contents
Index to Consolidated Financial Statements and Information.

PART I

Item 1.

Identity of Directors, Senior Management and Advisers.

Not applicable.

Item 2.

Offer Statistics and Expected Timetable.

Not applicable.



4


Table of Contents
Index to Consolidated Financial Statements and Information.


Item 3. Key Information.


A. Selected Financial Data.


The following table includes selected historical financial data for the years ended March 31, 2004 through 2008 derived from our consolidated financial statements prepared in accordance with U.S. GAAP. You should read the selected financial data below in conjunction with Item 5 of this annual report and our audited consolidated financial statements which are included in this annual report.


Selected Financial Data

    Year ended March 31,
   
2004

 
2005

 
2006

 
2007

 
2008

 
2008

    (Yen in millions and U.S. dollars in thousands,
except number of shares outstanding and per share amounts)
  Income statement data:                                     
 
Net sales
¥ 277,497     ¥ 485,861     ¥ 536,858     ¥ 629,667     ¥ 742,126     $ 7,407,186  
 
Cost of products sold
218,189     370,938     413,012     486,627     583,910     5,828,027  
 
Selling, general and administrative expenses
28,542     35,340     41,188     46,276     51,283     511,857  
 
Operating income
22,015     53,665     53,426     64,009     76,833     766,873  
 
Income before income taxes
19,639     57,290     64,378     65,595     62,683     625,641  
 
Net income
16,089     33,455     40,949     39,932     41,156     410,780  
  Balance sheet data (period end):                                  
 
Total assets
¥ 443,886     ¥ 484,173     ¥ 565,970     ¥ 662,623     ¥ 671,714     $ 6,704,402  
 
Short-term borrowings
86,636     28,478     43,621     78,848     68,854     687,234  
 
Current portion of long-term debt
2,653     8,493     4,647     3,216     29,196     291,406  
 
Long-term debt
45,025     37,833     32,134     31,560     3,430     34,235  
 
Total shareholders’ equity
110,046     207,040     263,659     305,016     319,584     3,189,779  
 
Common stock
28,995     61,180     65,649     65,868     66,248     661,224  
 
Number of shares outstanding (1)
130,035,796     142,504,926     144,661,292     144,780,492     144,987,492     144,987,492  
  Per share data:                                  
 
Net income per share-basic (1)
¥ 125.57     ¥ 239.87     ¥ 285.47     ¥ 276.03     ¥ 284.00     $ 2.83  
 
Net income per share-diluted (1)
120.76     228.29     275.05     268.25     276.29     2.76  
 
Cash dividends paid per share
15.00     17.50     25.00     40.00     50.00     0.50  

Notes:

(1) Calculated using the average number of shares outstanding for the period (excluding shares held by Nidec). Number of shares outstanding and all per share amounts have been restated to reflect the retroactive effect of the 2 for 1 stock split that took effect on November 18, 2005.

More detailed information regarding diluted shares outstanding is included in Note 20 in our consolidated financial statements included in this annual report.




We increased our share in Nidec Copal Corporation and Nidec Copal Electronics Corporation to over 50% each in January and February 2004, and they became our consolidated subsidiaries. Their results of operations are reflected in our financial statements for the year ended March 31, 2005 from the time of their consolidation.


We acquired an approximately 40% share in Nidec Sankyo Corporation in October 2003 and increased our share to over 50% in February 2004. As a result, the results of operations of this subsidiary are included in our consolidated results of operations from February 2004.


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Index to Consolidated Financial Statements and Information.

Our increase in net sales was mainly due to the impact of the newly consolidated companies during the period. The net sales of Fujisoku Corporation, which has been consolidated since November 2006, Nidec Motors & Actuators and its group companies, which have been consolidated since December 2006, Brilliant Manufacturing Limited and its subsidiaries, which have been consolidated since February 2007 and Japan Servo Co., Ltd. and its subsidiaries, which have been consolidated since April 2007, have contributed to the increase.


Fluctuations in exchange rates between the Japanese yen and U.S. dollar and other currencies will affect the U.S. dollar and other currency equivalents of the yen price of our shares and ADSs and the U.S. dollar amounts received on conversion of cash dividends. We have translated some Japanese yen amounts presented in this annual report into U.S. dollars solely for your convenience. Unless otherwise noted, the rate used for the translations was ¥100.19 per $1.00, which was the approximate exchange rate in Japan on March 31, 2008. These translations do not imply that the yen amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars at these rates or at all.



   
High

 
Low

 
Average

 
Period-end

Year ended March 31,                      
  2004 ¥ 120.55     ¥ 104.18     ¥ 113.07     ¥ 104.18  
  2005 114.30     102.26     107.49     107.22  
  2006 120.93     104.41     113.15     117.48  
  2007 121.81     110.07     116.92     117.56  
  2008 124.09     96.88     114.31     99.85  
Calendar period                      
  March 2008 103.99     96.88     100.76     99.85  
  April 2008 104.56     100.87     102.68     104.53  
  May 2008 105.52     103.01     104.36     105.46  
  June 2008 108.29     104.41     106.92     106.17  
  July 2008 108.19     104.64     106.85     108.10  
  August 2008 ¥110.48     ¥107.59     ¥109.36     ¥108.69  

The above table presents the noon buying rates for Japanese yen per $1.00 in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York for and as of the end of each period indicated.


As of September 15, 2008, the noon buying rate was ¥105.67 per $1.00.



B. Capitalization and Indebtedness.


Not applicable.



C. Reasons for the Offer and Use of Proceeds.


Not applicable.


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Table of Contents
Index to Consolidated Financial Statements and Information.

D. Risk Factors.


If any of the risks described below actually occurs, our business, financial condition or results of operations could be adversely affected.


Our customer base is highly concentrated, and our sales would suffer if one or more of our significant customers substantially reduce or cancel orders for our products


We are dependent on a limited number of large customers for a substantial portion of our net sales. Sales to our largest customer, Seagate, were approximately 11%, 11% and 10% of total net sales for the years ended March 31, 2006, 2007 and 2008, respectively. Sales to our six largest customers represented approximately 34%, 37% and 36% of our net sales for the years ended March 31, 2006, 2007 and 2008, respectively, and the six customers also represented ¥37.0 billion, or 29%, ¥49.1 billion, or 33% and ¥47.6 billion, or 32% of our gross accounts receivable at March 31, 2006, 2007 and 2008, respectively. As a result of customer concentration, our net sales could be significantly impacted in the event of:


a significant reduction, delay or cancellation of orders from one or more of our significant customers;

a decision by one or more of our significant customers to select products manufactured by a competitor, or its own internally developed components, for inclusion in future product generations; or

financial difficulties affecting one or more of our significant customers.

We expect that, for the foreseeable future, sales to a limited number of customers will continue to account for a high percentage of our net sales. If current customers do not continue to place orders, we may not be able to replace those orders with orders from new customers, and this would significantly impact our business, operating results and financial condition.



We depend on the computer industry for sales of our products, and our business may be adversely affected by a decline in the computer market


Our precision motor and fan products are components used primarily in computer systems. A substantial portion of our net sales in turn depends on sales of computers and computer peripherals that incorporate our products. Revenues from hard disk drive spindle motors accounted for 30.7%, 31.5% and 30.1% of our net sales for the years ended March 31, 2006, 2007 and 2008, respectively. Although we have been diversifying our products and entering into new markets, such as motors for use in household appliances and automobiles, we expect to continue to derive a significant portion of our revenues from the sale of products for use in computers and computer peripherals. The markets for computers and computer peripherals are cyclical and have been characterized by:


rapid technological change;

frequent new product introductions and short product life cycles;

significant price competition and price erosion;

fluctuating inventory levels;

alternating periods of over-capacity and capacity constraints due, in part, to cyclical and seasonal market patterns;

variations in manufacturing costs and yields; and

significant expenditures for manufacturing equipment and product development.


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Table of Contents
Index to Consolidated Financial Statements and Information.

The downturn of computers and computer peripherals is generally characterized by lower product demand and accelerated reductions of product prices. These conditions prompted restructuring of operations by hardware manufacturers, including makers of hard disk drives, including our customers. Such restructurings involving our customers may result in our customers seeking to reduce costs and inventories, which could in turn reduce our margins or sales volumes. These customers may also switch to suppliers other than us. Such restructuring or similar moves by hard disk drive manufacturers in the future could have a material negative impact on our results of operations if we are unable to increase sales to other hard disk drive manufacturers or increase sales of spindle motors for non-desktop use.


The rate of decline in average selling price accelerates when, as is currently the case in the hard disk drive industry, competitors lower prices to absorb excess capacity, liquidate excess inventories, restructure or attempt to gain market share. During an industry downturn, manufacturers may abruptly stop purchasing additional inventory from suppliers such as us. And because many of our customers have adopted just-in-time inventory management processes, we often maintain up to more than two month’s inventory at or near the customer’s production facility, a practice which may force us to absorb excess inventories when growth slows. Our inventory was ¥64.3 billion at March 31, 2007 and ¥69.8 billion at March 31, 2008. Maintaining inventory increases our capital requirements and costs, complicates our inventory management strategies and makes it more difficult to match manufacturing plans with customer demand, thereby increasing the risk of inventory obsolescence and price erosion during periods of reduced demand, which could in turn have a material adverse effect on our business, financial condition and results of operations.


The hard disk drive industry is fast extending its reach into the realm of digital consumer electronics. The prospect of rapid expansion of the digital consumer electronics market is intensifying the competition between hard disk drive manufacturers and manufacturers of other data-storage alternatives such as semiconductor memory devices.


Excessive competition in the data-storage market, combined with the volatile nature of the digital consumer electronics market, could force hard disk drive manufacturers to exercise unexpectedly drastic production adjustments. Such event could reduce demand for our products, eventually affecting our business, financial condition and results of operations.



We are facing downward pricing pressure in our main product markets, and price declines could reduce our revenues and gross margins


We expect downward pricing pressure in our main product markets to continue. The hard disk drive industry, in particular, is characterized by rapidly declining average selling prices over the life of a product even for those products which are competitive and timely to-market. Our average selling price for hard disk drive spindle motors rose by approximately 4% during the year ended March 31, 2006, although it decreased by approximately 1% and 3% during the years ended March 31, 2007 and 2008, respectively. In general, the average selling price for a given product in the hard disk drive market decreases over time as increases in the supply of competitive products and cost reductions occur and as technological advancements are achieved. There is also intense price competition among hard disk drive manufacturers and, as a result, our principal customers pressure us to lower the prices of our spindle motors. Falling prices reduce ou r margins, cause operating results to suffer and may make it difficult for us to maintain profitability. If we are not able to achieve such cost reductions, develop new customized products or increase our unit sales volume, our business, financial condition and results of operations could be materially and adversely impacted.


8


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Index to Consolidated Financial Statements and Information.

If our third party suppliers experience capacity constraints or production failures, our production could be significantly harmed


We rely on third party suppliers for some of the materials and equipment used in our manufacturing processes, including connectors and electric circuit unit assemblies. Our production capacity would nevertheless be limited if one or more of these materials were to become unavailable or available in reduced quantities or if we were unable to find alternative suppliers. If our source of materials and supplies were unavailable for a significant period of time, our operating results would be adversely affected.


We face aggressive competition both in the spindle motor market and in the markets into which we are attempting to expand our business, which could have a material adverse effect on our business and results of operations


Our major competitors in the area of hard disk drive spindle motors have aimed to maintain or expand their market share in recent periods, which has resulted in intensified competition and a reduction in prices. This trend of severe competition is likely to intensify as our competitors offer very competitive prices in order to grab larger market shares. It is also possible that ball bearing or other subcomponent manufacturers will try to enter the spindle motor market. In the area of mid-size motors for automobiles and household appliances, some of our competitors have substantially greater financial, engineering, manufacturing, marketing, service and support resources than we do and may have substantially greater name recognition, manufacturing expertise and capability and longer standing customer relationships than we do.


To remain competitive in our core business area of spindle motors and to increase our competitiveness in other motor markets in which we are attempting to expand our business, we believe that we must maintain a substantial investment in research and development and expand our manufacturing capability, marketing, sales efforts and customer service and support. We must also develop new products and enhance our existing products in a timely manner. We may not compete successfully in all or some of our markets in the future, and we may not have sufficient resources to continue to make such investments. We may not make the technological advances necessary to maintain our competitive position so that our products will receive industry acceptance. We anticipate that we may have to adjust prices on many of our products to stay competitive, and our profit margins may fall. In addition, technological changes, manufacturing efficiencies or development efforts by our competitors may render our products or technologies obsolete or uncompetitive. Our failure to maintain our competitive position could have a material adverse effect on our business and results of operations.



We may be unable to commercialize customized products that satisfy customers’ needs in a timely manner and in sufficient quantities, which could damage our reputation and reduce sales


Many of our customers work directly with component suppliers such as us to design and build customized products for specific needs. A significant portion of our contracts with these customers require us to provide customized products within a set delivery timetable. If we are unable to commercialize new product lines including design, manufacture and delivery of customized products, we may not be able to meet our customers’ product needs or timetables. Although we have not had such problems in the past, any future failure to meet significant customer requirements could damage our reputation and impede our ability to expand our business in markets for these products.



9


Table of Contents
Index to Consolidated Financial Statements and Information.

We could experience losses or damage to our reputation if any of the end-products in which our motors or other products are incorporated malfunction, causing damage to persons, property or data

Our small precision motors and other products are key components in many consumer electronics devices, particularly data storage devices such as hard disk drives. Widespread malfunction of such devices could lead to consumer dissatisfaction, recalls and, potentially, lawsuits. If such problems are caused by or attributed or alleged to be attributed to defects in our motors, we might be drawn into disputes with our customers, our reputation could be damaged and our results of operations might be adversely affected by lost sales or costs associated with recalls or defending ourselves against legal claims. We may suffer such losses or damage regardless of whether our products were defective.


Our operating results may fluctuate significantly because of a number of factors, many of which are beyond our control


We have experienced, and expect to continue to experience, fluctuations in sales and operating results from one quarter to the next. As a result, we believe that quarter-to-quarter comparisons of our operating results are not necessarily meaningful, and that such comparisons cannot be relied upon as indicators of future performance. Our operating results may be subject to significant quarterly fluctuations as a result of the following principal factors:


fluctuations in product demand as a result of the cyclical and seasonal nature of the industries in which our motor and drive technology products are sold and used, including the computer industry;

translation effect of exchange rate fluctuations on the results of our overseas subsidiaries and monetary assets and liabilities denominated in foreign currencies;

the availability and extent of utilization of our manufacturing capacity;

changes in our product or customer mix;

entry of new competitors;

cancellation or rescheduling of significant orders, which can occur on short notice;

deferrals of customer orders in anticipation of new products or enhancements;

component and raw material costs and availability, particularly with respect to components obtained from sole or limited sources;

system failures, caused for example by power outages;

unexpected changes in the macro economy with adverse impacts on markets for our products or our customers’ products that incorporate our products; and

natural and man-made disasters, including earthquakes, warfare and acts of terrorism, in Japan or elsewhere.

Reductions in our unit sales will not typically correspond with reductions in these relatively fixed costs. Therefore, such reductions in our unit sales will generally result in reduced or negative margins for our products. Any or all of the above factors could have a material adverse effect on our business, financial condition and results of operations.


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Table of Contents
Index to Consolidated Financial Statements and Information.

Our growth has been based in part on acquisitions, and our future growth could be adversely affected if we make acquisitions that turn out to be incompatible with our existing business or unsuccessful, or if we are unable to find suitable acquisition targets


We have achieved much of our growth by acquiring other companies that have provided us with complementary technologies and product lines. To the extent that we are unable to make successful acquisitions, we may not be able to continue to expand our product range and our growth rates could be adversely affected. Critical to the success of our acquisitions is the ordered, efficient integration of acquired businesses into our organization, which has in the past required, and may continue to require, significant resources. There can be no assurance that our investments will generate the operational and financial returns we expect. The success of future acquisitions will depend upon factors such as:


our ability to manufacture and sell the products of the businesses acquired;

continued demand for these acquired products by our customers;

our ability to integrate the acquired businesses’ operations, products and personnel;

our ability to retain key personnel of the acquired businesses;

our ability to extend our financial and management controls and reporting systems and procedures to acquired businesses; and

accuracy of financial due diligence.

Failure to succeed in acquisitions, or an inability to find suitable acquisition targets, could have a material adverse effect on our business, results of operations and financial condition.



Our growth places strains on our managerial, operational and financial resources


Our future success depends on our ability to expand our organization in line with the growth of our business, including the integration of recently added subsidiaries within the Nidec group. However, our growth has placed, and is expected to continue to place, a significant strain on our managerial, operational and financial resources. Our recent acquisitions and any further growth by us or our subsidiaries or affiliates, or an increase in the number of our strategic relationships, will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to successfully implement our business plan.



We could be harmed by litigation involving patents and other intellectual property rights


We have patent protection on certain aspects of our technology and also rely on trade secret, copyright and trademark laws, as well as contractual provisions, to protect our proprietary rights. We face the following risks:


we could incur substantial costs in defending against claims of infringement of the intellectual property of others and such claims could result in damage awards against us, in orders to pay for the use of previously unrecognized third-party intellectual property or in injunctions preventing us from continuing aspects of our business, which could in turn have a material adverse effect on our business, financial condition and results of operations;

our protective measures may not be adequate to protect our proprietary rights;

other parties, including competitors with substantially greater resources, may independently develop or otherwise acquire equivalent or superior technology, and we may be required to pay royalties to license the  intellectual property of those parties;


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Index to Consolidated Financial Statements and Information.

patents may not be issued pursuant to our current or future patent applications, and patents issued pursuant to such applications, or any patents we own or have licenses to use, may be invalidated, circumvented or challenged;

the rights granted under any such patents may not provide competitive advantages to us or adequately safeguard and maintain our technology;

we could incur substantial costs in seeking enforcement of our patents against infringement or the unauthorized use of our trade secrets, proprietary know how or other intellectual property by others; and

the laws of foreign countries in which our products are manufactured and sold may not protect our products and intellectual property rights to the same extent as the laws of Japan and the United States, and such laws may not be enforced in an effective manner.

For specific information relating to the intellectual properties disputes that could have an adverse effect on our results of operations, see Item 4.B. “Business Overview—Legal Proceedings.”



Because our sales to overseas customers are denominated predominantly in U.S. dollars, we are exposed to exchange rate risks that could harm our results of operations


Sales to customers outside Japan accounted for 69.1%, 69.1% and 71.1% of our consolidated net sales during the years ended March 31, 2006, 2007 and 2008, respectively. A significant portion of our overseas sales is denominated in currencies other than the Japanese yen, primarily the U.S. dollar. As a result, appreciation of the Japanese yen and other currencies against the U.S. dollar will generally have a negative effect on our operating income and net income. We experience volatility in our results of operations as a result of foreign currency exchange rate fluctuations when the results of operations of subsidiaries operating in currencies other than the yen are consolidated into our financial statements, which are reported in yen. We also experience foreign exchange risk to the extent that our sales and expenses or those of our subsidiaries are denominated in different currencies. In order to mitigate against this risk, in rec ent years we have attempted to offset a portion of our foreign currency revenue by matching the currency of revenue with the currency of expense. For example, if revenue for a particular product is in U.S. dollars, we attempt to purchase the supplies and resources used to produce that product in U.S. dollars. We also enter into forward exchange contracts to hedge portions of our transactional exposure to fluctuations in the value of foreign currencies as compared to the Japanese yen. Nevertheless, we remain exposed to the effects of foreign exchange fluctuations.



We rely on monthly financial data from operating segments that are not prepared on a U.S. GAAP basis and are not comparable between segments, which potentially reduces the usefulness of this data to us in making management decisions.


We assess our performance and make operating decisions based on financial information received from the sixteen operating segments and others that we report in our consolidated financial statements: Nidec Corporation, Nidec Electronics (Thailand) Co., Ltd., Nidec (Zhejiang) Corporation, Nidec (Dalian) Limited, Nidec Singapore Pte. Ltd., Nidec (H.K.) Co., Ltd., Nidec Philippines Corporation, Nidec Sankyo Corporation, Nidec Copal Corporation, Nidec Tosok Corporation, Nidec Copal Electronics Corporation, Japan Servo Co., Ltd., Nidec Shibaura Corporation, Nidec-Shimpo Corporation, Nidec Motors & Actuators and Nidec Nissin Corporation. This segmental information is prepared in accordance with the accounting principles in each segment’s respective country of domicile. For example, Nidec Corporation’s operating profit or loss is determined using Japanese GAAP while Nidec Singapore Pte. Ltd. applies Singaporean accounting p rinciples. Therefore, our segmental data has not been prepared under U.S. GAAP on a basis that is consistent with the consolidated financial statements or on any other single basis that is consistent between segments. In addition, year-end closing adjustments and other items are not included in segment totals. These aspects of our segment data could make it more difficult for us to evaluate the relative performance of individual segments and our overall operations in a timely manner, as compared with segment data compiled on a uniform U.S. GAAP basis.


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We rely on production in developing countries which may become politically or economically unstable and face risks affecting international operations


We produce and sell a large percentage of our products at locations in the following developing countries: China, Thailand, Malaysia, Indonesia, the Philippines, Vietnam and Mexico. In particular, we are growing increasingly reliant on our production bases in China, where we continue to move manufacturing operations in order to take advantage of more competitive production and supply costs. These countries are still in the process of developing their economic, social and other infrastructures and are susceptible to various uncertainties. The political, social and economic situations of these countries may not continue to provide an environment in which we would be able to continue to manufacture our products cost-efficiently or at all. The governmental authorities of those areas may impose regulations or restrictions that would make it difficult, impractical or impossible, whether economically, legally or otherwise, for us to con duct our business there. Dependence on overseas production, especially in developing countries, and managing international operations exposes us to a number of additional risks associated with foreign commerce, including the following:


economic slowdown or downturn in the relevant industries in foreign markets;

international currency fluctuations;

general strikes or other disruptions in working conditions;

political instability or terrorist activities;

trade restrictions or changes in tariffs;

outbreaks, such as avian flu, that inhibit international or regional commerce;

the difficulties associated with staffing and managing international operations;

generally longer receivables collection periods;

unexpected changes in or imposition of new legislative or regulatory requirements;

relatively limited protection for intellectual property rights in some countries; and

potentially adverse taxes.

Any or all of these risks could adversely affect our business, financial condition and results of operations.



We may become subject to more stringent environmental regulations in the future


Our business activities are subject to a wide range of environmental laws and regulations in Japan, Asia, North America, Europe and other areas. These regulations may become more stringent over time. In such a case, the amount of capital expenditures and other expenses which might be required to complete remedial actions and to continue to comply with applicable environmental laws could increase and be significant, which would materially and adversely affect our business, financial condition and results of operations.


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We rely on our founder, President and CEO, Mr. Shigenobu Nagamori, the loss of whom could have a material adverse effect on our business


Our continued success will depend to a significant extent on the efforts and abilities of our founder and current President and CEO, Mr. Shigenobu Nagamori. Mr. Nagamori is actively engaged in our management and determines our strategic direction, especially with regard to acquisition activities. While we are in the process of establishing a management structure designed to reduce our dependence on Mr. Nagamori, his sudden departure or reduced attention to us could have a material adverse effect on our operations, financial condition and operating results.



For our business to continue effectively, we will need to attract and retain qualified personnel


Our business depends on the continued employment of our senior management, engineering and other technical personnel, many of whom would be extremely difficult to replace. To maintain our current market position and support future growth, we will need to hire, train, integrate and retain significant numbers of additional highly skilled managerial, engineering, manufacturing, sales, marketing, support and administrative personnel. Competition worldwide for such personnel is extremely intense, and there can be no assurance that we and our affiliates will be able to attract and retain such additional personnel.



A substantial number of our shares of common stock are eligible for future sale, and the sale of these shares may cause our stock price to decline, even if our business is doing well


As of March 31, 2008, there were 144,939,997 shares of our common stock issued and outstanding, including 23,423,484 shares beneficially owned by our President and CEO, Mr. Shigenobu Nagamori, representing 16.1% of the outstanding shares. These shares and, generally, the shares owned by other shareholders, can be sold on the Osaka Securities Exchange Co., Ltd., the Tokyo Stock Exchange, Inc. and otherwise in Japan. Additional sales of a substantial amount of our common stock in the public market, or the perception that sales may occur, could cause the market price of our common stock to decline. This could also impair our ability to raise additional capital through the sale of our securities. Also, in the future, we may issue securities to raise cash for additional capital expenditures, working capital, research and development or acquisitions. We may also pay for interests in additional subsidiary or affiliated companies by usin g cash, common stock or both. We may also issue securities convertible into our common stock. Any of these events may dilute your ownership interest in us and have an adverse impact on the price of our common stock.



Japan’s unit share system imposes restrictions in holdings of our common stock that do not constitute whole units


Our Articles of Incorporation provide that 100 shares of our stock constitute one “unit.” The Company Law imposes significant restrictions and limitations on holdings of shares that constitute less than a whole unit. Holders of shares constituting less than a unit do not have the right to vote. A shareholder who owns shares representing less than one unit will not be able to exercise any rights relating to voting rights, such as the right to participate in a demand for the resignation of a director, the right to participate in a demand for the convocation of a general meeting of shareholders and the right to join with other shareholders to propose an agenda item to be addressed at a general meeting of shareholders. In addition, a holder of shares constituting less than one unit does not have the right to require us to issue share certificates for those shares. Accordingly the transferability of our shares constituting l ess than one unit is significantly limited. Under the unit share system, holders of shares constituting less than a unit have the right to require us to purchase their shares. However, holders of ADSs that represent other than multiples of whole units cannot withdraw the underlying shares representing less than one unit and, therefore, they will be unable to exercise the right to require us to purchase the underlying shares. As a result, holders of ADSs representing shares in lots of less than one unit may not have access to the Japanese markets to sell their shares through the withdrawal mechanism.


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Rights of shareholders under Japanese law may be more limited than under the laws of other jurisdictions


Our Articles of Incorporation, Regulations of the Board of Directors and the Company Law govern our corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ and officers’ fiduciary duties and shareholders’ rights may be different from those that would apply if we were a non-Japanese company. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions within the United States. You may have more difficulty in asserting your rights as a shareholder than you would as a shareholder of a corporation organized in another jurisdiction. In addition, Japanese courts may not be willing to enforce liabilities against us in actions brought in Japan which are based upon the securities laws of the United States or any U.S. state.



A holder of our ADSs will have fewer rights than a shareholder has and will have to act through the depositary to exercise those rights


The rights of the shareholders under Japanese law to take actions including voting their shares, receiving dividends and distributions, bringing derivative actions, examining the company’s accounting books and records and exercising appraisal rights are available only to holders of record. Because the depositary, through its custodian agent, is the record holder of the shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited shares. The depositary will make efforts to vote the shares underlying ADSs as instructed by the ADS holder and will pay to ADS holders the dividends and distributions collected from us. However as an ADS holder you will not be able to bring a derivative action, examine our accounting books and records or exercise appraisal rights in your capacity as ADS holder.



Because of daily price range limitations under Japanese stock exchange rules, you may not be able to sell your shares of our common stock at a particular price on any particular trading day, or at all


Stock prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to guide price formation. To prevent excessive volatility, these exchanges set daily upward and downward price fluctuation limits for each stock, based on the previous day’s closing price. Although transactions may continue at the upward or downward limit price if the limit price is reached on a particular trading day, no transactions may take place outside these limits. Consequently, an investor wishing to sell at a price above or below the relevant daily limit may not be able to sell his or her shares at such price on a particular trading day, or at all.



Foreign exchange fluctuations may affect the dollar value of our ADSs and dividends payable to holders of our ADSs


Market prices for our ADSs may fall if the value of the yen declines against the U.S. dollar. In addition, the U.S. dollar amount of cash dividends and other cash payments made to holders of our ADSs would be reduced if the value of the yen declines against the U.S. dollar.


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It may not be possible for investors to effect service of process within the United States upon us or our Directors or Corporate Auditors or to enforce against us or these persons judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States


We are a limited liability, joint-stock corporation incorporated under the laws of Japan. Most of our Directors and Corporate Auditors reside in Japan. All or substantially all of our assets and the assets of these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for investors to effect service of process within the United States upon us or these persons or to enforce against us or these persons judgment obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Japan, in original actions for enforcement of judgments of United States courts, of liabilities predicated solely upon the federal securities laws of the United States.


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Special Note Regarding Forward-looking Statements


This annual report contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about our business, our industry and capital markets around the world. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “plan” or similar words. These statements discuss future expectations, identify strategies, contain projections of results of operations or of our financial condition, or state other forward-looking information. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contained in any forward-looking statement. We cannot promise that our expectations expressed in t hese forward-looking statements will turn out to be correct. Our actual results could be materially different from and worse than our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are set forth in “Risk Factors” and elsewhere in this annual report and include, but are not limited to:


our ability to design, develop, mass produce and win acceptance of our products, particularly those that use the hard disk spindle motor technology, which are offered in highly competitive markets characterized by continual new product introductions and rapid technological development;

abrupt changes in our customers’ market position, particularly as a result of mergers and acquisitions;

general economic conditions in the information technology, consumer electronics and related product markets, particularly levels of consumer spending;

exchange rate fluctuations, particularly between the Japanese yen and the U.S. dollar and other currencies in which we make significant sales or in which our assets and liabilities are denominated;

our ability to acquire and successfully integrate companies with complementary technologies and product lines;

adverse changes in laws, regulations or economic policies in any of the countries where we have manufacturing operations, especially China; and

any negative impacts on our businesses from outbreaks of diseases in the countries where we have production plants, such as avian flu.


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Item 4. Information on the Company.


A. History and Development of the Company.


Nidec is a joint stock corporation that was incorporated and registered under the Commercial Code (in May 2006, the Commercial Code was replaced by the Japanese Company Law) of Japan on July 23, 1973 under the name of Nihon Densan Kabushiki Kaisha. Our corporate headquarters are located at 338 Kuzetonoshiro-cho, Minami-ku, Kyoto 601-8205, Japan. Our telephone number is 81-75-935-6140.  As of March 31, 2008, we operate through 128 subsidiaries located in 17 countries, and five affiliated companies located in five countries. We had 96,897 employees worldwide, 90.8% of which were employed outside Japan, as of March 31, 2008.



During the fiscal year ended March 31, 2007, we consolidated three new companies, Fujisoku Corporation, Nidec Motor & Actuators group and Brilliant Manufacturing Limited, thus adding to the scope of our business strategies for further intra-group synergies and the expansion of our overseas business.  We acquired 98.9% of the outstanding shares of Fujisoku Corporation in November 2006 and 100.0% of the voting rights of the Motors & Actuators business of Valeo S.A., France in December 2006.  In addition, we acquired 87.1%, or 406,031,100 shares of the outstanding shares of Brilliant Manufacturing Limited through a tender offer in February 2007.


In April 2007, we acquired 51.7%, or 18,203,000 shares of the common stock of Japan Servo Co., Ltd. through a tender offer, to aim to achieve an optimal blend of the technological expertise and production scale that the two companies have developed to date, particularly in the market of small precision motors. Since we already owned 1,466 shares of Japan Servo’s common stock prior to April 2007, the aggregate amount of shares of Japan Servo we own is 18,204,466 shares.


The following list presents a selected history of our major acquisition activities related the expansion of our small precision motors, mid-size motors, machinery, electronics and optical components and other products businesses:


Small Precision Motors, Machinery and Other Products


Year

  

Event

     

1989

 

We acquired Shinano Tokki Co., Ltd., a major manufacturer of spindle motors for hard disk drives, from Teac Corporation, a then major manufacturer of audio equipment and magnetic recording devices for PCs. As a result, we gained the largest market share of spindle motors in the world.

1995

 

We acquired 38.5% of Kyoritsu Machinery Co., Ltd. and changed its name to Nidec Machinery Corporation. We subsequently increased our ownership to 60.0%. This company manufactures factory automation equipment for small precision motor assemblies and automated measuring instruments.

1995/

2003

 

We acquired newly-issued shares of Shimpo Industries Co., Ltd., currently Nidec-Shimpo Corporation, constituting 36.7% of its then outstanding shares. We subsequently increased our ownership to 51% and have consolidated its results since February 2002. Nidec-Shimpo became a wholly-owned subsidiary of Nidec by way of a share exchange, effective as of October 1, 2003. Nidec-Shimpo is a major manufacturer of stepless automatic transmission mechanisms.


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Year

  

Event

     

1997/

2002

 

Our subsidiary, Nidec-Shimpo Corporation, acquired 90.0% of the outstanding shares of Read Corporation, currently Nidec-Read Corporation, from Nippon Steel Chemical Co., Ltd. Nidec-Read manufactures engineering inspection equipment for electronics components, including printed circuit boards, ceramics, semiconductors and automotive parts. Nidec-Read became our majority-owned subsidiary in February 2002 as a result of our acquisition of additional shares of Nidec-Shimpo Corporation.

1998/

2004

 

We acquired 17.7% of the outstanding shares of Copal Co., Ltd. in 1998, currently Nidec Copal Corporation, from Fujitsu Limited. Later in 1998, we increased our ownership of Nidec Copal to 42.8%. We further increased our ownership of Nidec Copal to 51.3% in February 2004. Nidec Copal is a leading manufacturer of camera shutters and other optical and electronics instruments. Nidec Copal also manufactures information terminals, laboratory system instruments and automated manufacturing systems. In connection with our acquisition of Copal’s shares, we acquired from Copal 32.3% of the outstanding shares of Copal Electronics Corporation, currently Nidec Copal Electronics Corporation. Nidec Copal Electronics is a manufacturer of small electronic precision instruments, including semi-fixed gas registers, trimmer capacitators, small precision motors and gas and liquid pressure sensors. We subsequently increased our owners hip of Nidec Copal Electronics to 40.0% and 51.0% in 1998 and January 2004, respectively.

1998

 

We acquired the assets relating to the motor division of Shibaura Engineering Works Co., Ltd. and established a joint venture, Nidec Shibaura Corporation, with Toshiba Corporation and Shibaura Engineering. We owned 40.0% of the joint venture. We subsequently dissolved the joint venture and purchased the other 60.0% from our former joint venture partners, and Nidec Shibaura became our wholly-owned subsidiary from September 2000. Nidec Shibaura develops and manufactures precision motors for electric appliances and automobiles. Through Nidec Shibaura, we aim to accelerate the pace of development of new, highly competitive products in the worldwide market of motors for household appliances and automobiles.

1999

 

In October 1999, we acquired 71.0% of the outstanding shares of Nemicon Corporation, currently Nidec Nemicon Corporation. Later that year we acquired an additional 2.1%. Nidec Nemicon produces optical rotary encoders, proximity sensors and other electronic equipment.

2000

 

We acquired 67.0% of the outstanding shares of Y-E Drive Corporation, currently Nidec Power Motor Corporation, from Yasukawa Electric Corporation. Nidec Power Motor designs, develops, manufactures and services mid-size motors for industrial equipment and home electrical appliances. This acquisition is in line with our strategic plan to expand our business into the field of mid-size motors.

2004

 

In October 2003, we acquired approximately 40% of the outstanding shares of Sankyo Seiki Mfg. Co., Ltd., currently Nidec Sankyo Corporation. We subsequently increased our ownership of Nidec Sankyo to approximately 51% in February 2004.

2006

 

In November 2006, we acquired 98.9% of the outstanding shares of Fujisoku Corporation, which manufactures and sells industrial switches, memory cards, panel switches and electronic measuring instruments.


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Year

  

Event

     

2006

 

In December 2006, we acquired all of the voting rights of the Motors & Actuators business of Valeo S.A., France. As a result, we have included the results of the Nidec Motor & Actuators group (consisting of seven companies) wholly-owned subsidiaries in our consolidated financial statements. These companies manufacture motors and actuators for automobiles such as air flow systems, body closure systems, occupant positioning systems and brake systems.

2007

 

In February 2007, we acquired 87.1% of the outstanding shares of Brilliant Manufacturing Limited, currently Nidec Brilliant Co., Ltd. Nidec Brilliant Co., Ltd is engaged in manufacturing and sales of base place die-casting and top covers used in hard disk drives.

2008

 

In April 2007, we acquired 51.7% of the common stock of Japan Servo Co., Ltd. (Effective October 1, 2008, the company’s name will be changed to “Nidec Servo Corporation”.) Japan Servo manufactures and sells motors and motor-applied products.


For the years ended March 31, 2006, 2007 and 2008, our capital expenditures, as shown in our consolidated statements of cash flows for those years, were ¥43,185 million, ¥39,144 million and ¥35,660 million, respectively. Major capital expenditures for the last three fiscal years included the acquisition of property, plant and equipment for hard disk spindle motors that have fluid dynamic bearings in Thailand and the Philippines. We have had no recent significant divestiture and no significant divestitures are currently being planned.




B. Business Overview.


Overview


We believe we are the world’s leading manufacturer of spindle motors for hard disk drives and also produce a variety of other small precision brushless DC motors. We ship our spindle motors to hard disk drive manufacturers throughout the world. For the year ended March 31, 2008, our net sales of hard disk drive spindle motors amounted to ¥223,068 million, representing 30.1% of total net sales of ¥742,126 million. For the year ended March 31, 2007, our net sales of hard disk drive spindle motors amounted to ¥198,196 million, representing 31.5% of total net sales of ¥629,667 million. For the year ended March 31, 2006, our net sales of hard disk drive spindle motors amounted to ¥164,575 million, representing 30.7% of total net sales of ¥536,858 million.


In addition to spindle motors, we focus on the production of:


other small precision brushless DC motors used in high-speed, continuous-duty applications, such as CD-ROM drives, CD-read/write, or R/W, DVD drives, high-capacity floppy disk drives, as well as in office equipment, such as facsimile machines, laser printers and photocopy machines;

brushless DC fans, which are incorporated in computers, game consoles and other electronic equipment to disperse heat and lower the temperature of critical components;

mid-size motors used in household appliances, automobiles and industrial equipment;

machinery;

electronic and optical components; and

others.


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In order to better respond to pricing pressure and customer demands, we have established various overseas operations for research and development, production and sales. We currently have research and development facilities, production facilities and sales offices located in Japan, Asia, North America and Europe. Most of our research and development facilities are concentrated in Japan, where we focus on the development of next-generation motor and drive technology products. Most of our production facilities outside Japan are located in Asian countries such as China, Thailand, the Philippines, Singapore and Vietnam. This allows us to take advantage of lower labor costs while also gaining more direct access to our customers’ production facilities in these regions.


In recent years, we have sought to grow and expand the range of our products by investing in, or acquiring companies with, technologies in motor, drive and other related products. These investments and acquisitions have provided us with ready access to markets for new products and personnel who can work with us in developing products that incorporate their technologies and ours. The products and operating results of recently-acquired consolidated subsidiaries are covered within the description of our business.



Basic Characteristics of Electric Motors


The following description of basic characteristics of electric motors is meant to provide some background information that will help you understand recent trends relating to electric motors, our primary products.


In the first half of the twentieth century, electric motors had a limited number of uses such as driving industrial machinery and pumps. However, with the proliferation of household appliances after World War II, electric motors came to be used in a wider variety of applications and products such as air conditioners, washing machines, refrigerators and other household appliances. Today, sophisticated motors are required by many of the electronic products including computers, information technology equipment and home electronics. Electronic products are becoming increasingly sophisticated, offering greater features through the use of microprocessors, micro disk drives and other components. This increasing complexity requires more precise power quality and greater power reliability. In addition, the increasing costs of electricity, coupled with government regulations and environmental concerns, have contributed to increased demand for more energy-efficient motors. All these trends are contributing to increased demand for more advanced electric motors and rotational equipment technology.


Small precision motors can be classified into three broad categories based on the underlying technology: AC motors, general-purpose brush DC motors and special purpose brushless DC motors. Hard disk drive spindle motors, which are our main product, are a type of special purpose brushless DC motor.



DC Motors and AC Motors


At the most basic level, electric motors are devices that convert electric power into rotating mechanical energy. An electric motor can be powered by alternating current, commonly known as AC, or direct current, commonly known as DC. AC power is supplied to homes, offices and industrial sites directly by power companies, whereas DC power is supplied either through the use of batteries or by converting AC power to DC power.


Both AC motors and DC motors can be used to power most applications. The determination as to which motor is most appropriate depends on considerations of factors such as power source availability, speed variability requirements, torque needs, noise constraints and cost. Torque is a measure of the amount an object will rotate when a given force is applied.


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Because of their simple design, AC motors offer reliable, low maintenance-cost operation for heavy applications. This is why AC motors are preferred for fixed speed applications in the industrial context and for commercial and domestic applications where AC line power can be easily provided. Many machines that require heavy power inputs such as air conditioners, washers, dryers, industrial machinery, fans, blowers, vacuum cleaners, elevators and escalators use AC motors. However, AC motors are not ideal for products that require delicate or precise control because the electronics required to control an AC motor are considerably more expensive than those required to control a DC motor. In addition, due to heat considerations, AC motors usually cannot be operated at low speeds.


DC motors are ideal for products that are more dependent on the precision of speed than power. Controlling the speed of a DC motor is simple. The higher the current becomes, the faster the rotation becomes. Most DC motors will operate over a wider range of speeds and provide better performance than comparable AC motors. The superior performance is partly due to the simplicity of control, but it is also due in part to the fact that most DC motors are designed with variable speed operation in mind, and have added heat dissipation features that allow lower operating speeds. It is also easy to control the motor’s torque because it is proportional to current. By limiting the current, the torque is also limited. This makes DC motors ideal for delicate applications. DC motors have become the motor of choice in the majority of variable speed and torque control applications such as hard disk drives, CD-ROM drives, DVD drives and flop py disk drives. In the area of household appliances, such as cordless vacuum cleaners and other products that have traditionally used AC motors, manufacturers are beginning to switch from AC motors to DC motors due to the need for more energy-efficient and precisely controlled motors that support more sophisticated product features.


Brush DC Motors and Brushless DC Motors


There are two kinds of DC motors: brush and brushless. Brushless DC motors differ from conventional, brush DC motors in that the current which produces mechanical energy is applied to stationary coils via electronic switches without physical contact with the rotor, rather than by stationary rods brushing against the rotating coil. Conventional brush DC motors have several limitations: brush life, brush residue, maximum speed, and electrical noise. By avoiding friction, sparks and the wearing and fragmenting of the brush rods, brushless DC motors provide cleaner, faster, more efficient, quieter operation and longer maintenance-free life than conventional brush DC motors. These characteristics make brushless DC motors suitable for applications such as hard disk drives, for which clean operation is critical, and audio-visual equipment, for which low-noise operation is an important factor.


Although brushless DC motors have many advantages over brush DC motors, the use of brushless DC motors is still primarily confined to precision applications in disk drives and industrial motion equipment that require high efficiency, smooth operation and precise speed control. The higher price of brushless DC motors has been the primary factor slowing their broader adoption. DC motors require not only motor parts, but also drive electronics that currently can cost more than motor parts. Nevertheless, we believe that over time brushless DC motors will be more widely adopted among manufacturers of household appliances, audio-visual equipment and even larger heating, ventilation and air conditioning systems. As consumers come to demand more sophisticated and energy-efficient appliances, and as the production of brushless DC motors for such products reaches higher volumes, prices may fall to levels competitive enough to encourage mor e users to switch from brush DC motors to the more efficient and longer-lasting brushless DC motors.


Fluid Dynamic Bearing Technology in Hard Disk Drive Spindle Motors


Although products vary, all hard disk drives incorporate the same basic technology. One or more rigid disks are attached to a spindle motor assembly that rotates the disks at a high constant speed around a hub. The disks are the components on which data is stored and from which it is retrieved. Read/write heads, mounted on an arm assembly similar in shape to that of a record player, fly extremely close to each disk surface and record data on and retrieve it from concentric tracks in the magnetic layers of the rotating disks. In a hard disk drive, with a gap of less than 0.01 microns (10nm) between the disk and the read/write head, even the smallest error can result in disastrous data damage or loss.


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The most significant technological challenges facing hard disk drive manufacturers today are associated with market demand for increased storage capacity, speed, precision and durability. Storage capacity is measured by areal density, which represents the number of bits of information on a linear inch of the recording track, multiplied by the number of recording tracks on a radial inch of the disk. As the size of computer software and data files has increased and the use of graphic and video files has proliferated, the need has grown for higher capacity, higher performance, smaller size and lighter weight hard disk drives. To achieve these goals, spindle motors capable of higher speeds and greater rotational precision need to be continually developed. Accordingly, the disk drive spindle motor has become an increasingly critical component of disk drive technology.


In fluid dynamic bearings, the bearing function is taken over by a layer of lubricant less than one-tenth the thickness of a human hair. The rotating spindle supported by the lubricant essentially floats in the bearing unit. The non-existence of metal-to-metal friction in fluid dynamic bearings substantially reduces non-repeatable run-out errors caused by surface imperfections of ball bearings. That makes it possible to increase rotational speed, reduce track spacing and increase the number of tracks per inch on the disk. Fluid dynamic bearing hard disk drive spindle motors offer other advantages over conventional ball bearing hard disk drive spindle motors, including better shock absorbance and vibration dampening, less noise and an extended fatigue life. Our fluid dynamic bearing hard disk drive spindle motors can rotate at over 20,000 revolutions per minute compared with the 12,000 to 15,000 revolutions per minute for conventi onal motors with ball bearings. Fluid dynamic bearings reduce operation noise by three to ten decibels compared to ball bearings.



Markets for Nidec Electric Motors


As an independent supplier of electric motors, we manufacture and market small- to mid-size DC electric motors generally categorized as brushless motors, brush motors, stepping motors and servo motors. Our electric motors are mainly directed to the following application areas:


Personal computers and servers― Hard disk drives, optical disk drives;

Digital home appliances― Hard disk drives, optical disk drives;

Home electric appliances;

Office equipment;

Automotive systems; and

Industrial equipment.

Presently, computer hard disk drives constitute the largest application market for our electric motors. In the medium and long terms, we expect home electric appliances and automotive systems, both on a steady digitalization path today, to become equally significant application areas.


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Market for DC Brushless Motors for Hard Disk Drives (HDDs)


According to a study reported by Techno Systems Research Co., Ltd., Japan (TSR) in February 2008, global demand for spindle motors used in HDDs amounted to 518 million units in 2007, representing a 15% increase from 2006. We currently supply spindle motors to all the world’s major HDD manufacturers. In the year ended March 31, 2008, 35% of our HDD motor sales came from Seagate, and the remainder from Western Digital, Hitachi GST, Fujitsu, Toshiba and Samsung.


We currently compete with four HDD motor suppliers: Minebea, Alphana Technology (formerly Victor Company of Japan), Panasonic Shikoku Electronics, and Samsung Electro-Mechanics. Based on TSR’s demand report and our own shipment record, we estimate our share of the global market for HDD spindle motors in 2007 to have ranged between 73% and 75%. Sales of DC brushless motors for hard disk drives are categorized as “Small Precision Motors”.


Given an extensive market presence, the key determinant of our performance in this area of business depends highly on aggregate demand conditions in the global HDD market.


The following are among the key trends in the HDD industry:


According to a May 2008 report by TSR, the global demand for HDDs may increase to 567 million units in 2008, up over 13% from 2007.

Successive generations of HDD products using perpendicular magnetic recording (PMR) and follow-on technologies are expected to enable average HDD capacities to increase by nearly threefold by 2012.

Price competition among HDD manufacturers has been intensified particularly in the 2.5-inch platform, as demand for laptop PCs grows in emerging markets

The HDD market is shifting toward small-form factor drives and undergoing competition with flash memory-based storage devices.

HDD manufacturers’ horizontal/vertical expansion has been accelerated in recent years.



Market for Brushless DC Motors for Home Electric Appliances


The global electric motor market for major home electric appliances, including air-conditioners, refrigerators and washing machines, is expected to maintain a slow but steady growth in the coming years. Urbanization and increasing per capita income will continue to drive demand for home electric appliances in emerging markets in the Asia-Pacific region, especially China and India. In the meantime, new innovations driven by changing fashion and environmental needs are anticipated to generate new replacement demand in already developed markets.


Among all applications in home electric appliances, the largest application for our electric motors (more precisely, DC brushless motors) at present is room air conditioners, followed by refrigerators and washing machines. DC brushless motors for home electric appliances are categorized as ”Mid-size Motors”.


According to the Japan Refrigeration and Air Conditioning Industry Association (JRAIA), the global demand for room air conditioners reached 74.9 million units in 2007, up 4.4% from 2006, despite a sharp rise in prices of oil and steel in the past few years. We currently supply DC brushless motors for room air conditioners mainly to Japanese major electronics companies.


With our Japanese customers expanding further into overseas markets partly on the strength of the DC brushless motors’ advanced features, we are expecting to compete on a larger scale with overseas suppliers, who are mostly captive and mainly supply conventional DC brush/AC motors.


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With a growing consumer appetite for sophisticated home appliances and increasingly tighter environmental regulations, DC brushless motors are attracting keen interest of home electric appliance manufacturers for its highly controllable, energy-saving advantages over conventional AC/brush type motors. DC brushless motors enable variable control of shaft rotation, helping appliances significantly reduce power consumption and CO2 emissions. As the world’s largest manufacturer of DC brushless motors, we are seeing an indication that stricter requirements on energy efficiency may start opening up new opportunities for DC brushless motors even in emerging countries in the next several years, which are regarded today as price-sensitive, low end-oriented markets.



Market for Brushless DC Motors for Automotive Systems


Demand for electric motors is also growing in the automotive industry, driven by strong consumer preferences for enhanced comfort and the EU directive limiting average emissions from new cars sold in the 27 EU member states to 120g CO2/km by 2012. A paradigm shift in vehicle control is gaining momentum to replace many of the traditional hydraulic-driven mechanical linkage system with electronic control solutions. This translates into more electric motors used in a new vehicle control environment.


In tandem with overall growth of the electric motor market, there seems to be a notable  increase in demand for DC brushless motors used in vehicle electronic drive control system. One such application is the electronic power steering system, which helps improve a car’s fuel efficiency by substituting the conventional hydraulic pump-driven system that constantly wastes electric energy. Going forward, new application areas may include the dual-clutch system, active suspensions and the brake system.


According to our own estimates, the global automotive motor market presently constitutes a trillion yen market (excluding captive sales) and will exhibit a 1.7-fold increase by 2013. Sales of DC brushless motors for automotive systems are categorized as “Mid-size Motors”.



Our Business Strategy


Nidec Corporation pursues sustainable business growth through the establishment of a leadership position in motor technology. With a particular focus on brushless DC motors, we explore new ways to serve the global market with energy-efficient, environment-friendly motor drive solutions.


Basically, we evolve our core competencies through adherence to the following elements:


New product built on innovative technology (technical competitiveness);

New market with long-term growth potential (first mover advantage); and

New customer base (market share supremacy, risk diversification).


In order to reach our business goal, we have set out the following action plans for fiscal 2010-2012. Our primary focus is on enhancing the profitability of the continuing core operations and expanding the addressable market for home appliance and automotive motors, our future business pillars.


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1) Profitability enhancement in the production of hard disk drive (HDD) spindle motors


The HDD market is expected to maintain healthy growth in the mid- to long term, backed by a robust PC demand in the emerging markets, growing needs for enterprise data backup, and private demand for high-density audiovisual data contents. In the meantime, however, HDD prices are coming under pressure through intense competition among the six major HDD suppliers, particularly in the market for mobile-PC storage. Lower HDD prices can help HDD gain competitiveness in the laptop market against the alternative solid-state drives (SSD) based on flash memory, but at the same time, indicate increased margin pressure on the component suppliers.


HDD spindle motors represented 30.1% of our total sales in the fiscal year ended March 31, 2008, accounting for an estimated 73% to 75% share of the global market. Taking into consideration all aspects of the present situation, we place first priority for this operation on profitability enhancement and have adopted a threefold approach as outlined below.


i) Internal manufacturing


Presently, subcontracted parts account for approximately two-thirds of our average manufacturing cost per motor unit, and the largest portion of the subcontracting cost derives from hard drive base plates. Internalizing the base plate production is a key to enhancing profitability of our HDD motor business. We took our first steps in this direction in 2007 by acquiring Brilliant Manufacturing Limited (now Nidec Brilliant Corporation), a Singaporean manufacturer of HDD base plates and top covers, and building our own manufacturing capacity in the Philippines and Thailand.


ii) Product mix improvement


Perpendicular Magnetic Recording, together with new data storage technologies including discrete track recording, are expected to enable 500 gigabytes/platter in the 3.5-inch format, 250 gigabytes/platter in the 2.5-inch format and 120 gigabytes/platter in the 1.8-inch format by the end of 2008. The dramatic growth in areal density requires the spindle motor to provide even greater reliability and accuracy at the peak rotation velocity. To meet the stringent quality requirements, we have designed and commercialized our proprietary shaft-fixed-type spindle motor which operates in the higher velocity range without compromising rotation accuracy. Currently designed for 3.5-inch HDD for high-end enterprise servers, these high-value-added models are expected to find their ways into the 3.5-inch HDD for consumer electronics products and 2.5-inch HDD for laptop PCs. Anticipating demand growth, we plan to increase the production capacity of the new models by over 40% toward the end of March 2009. We believe the ongoing trend toward larger hard drive capacity will provide us with an ample opportunity to improve our product mix of this business segment.  


iii) Parts/process standardization


Standardization is intended to reduce production costs primarily by minimizing the number of parts and processes needed for the manufacture of OEM motors. Under the standardized production environment, parts and processes are coordinated and common enough to ensure that all products in the mass customization platform can be built without the setup changes that would undermine flexible manufacturing. We believe standardizing parts and processes will also help simplify supply chain management, improve the average quality levels, and shorten time to market.


2) Expanding our addressable market for home appliance/automotive motors


Along with the stated efforts in improving profitability of our core, HDD motor business, we seek greater presence in the global home appliances/automotive motor market through the extensive use of our own brushless DC motor technology and integration of a broad range of motor expertise through corporate acquisitions.


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The common thread running through our approach to the automotive/home appliances motor market is the expansion of addressable markets through product diversification. In the home appliance market (the Japanese market, in particular), our brushless DC motors are finding ways into new-generation refrigerators, washing machines, and air-conditioning system which stress operating quietness, power efficiency and controllability. In step with Japanese customers planning to move toward the international markets, we have started increasing production to meet an anticipated demand increase. In April 2007, we acquired Japan Servo Co., Ltd., a former subsidiary of Hitachi, Ltd., successfully extending our reach further into a variety of home appliances applications.


EU directive mandating the reduction of the average CO2 emissions of new cars to 120 g/km by 2012 has reinforced the automobile industry’s technological transition toward highly-sophisticated, electronically-controlled automobile drive systems. These new control systems require a greater number of electric motors to replace the existing hydraulic power package and mechanically-controlled system. Viewing the automotive motor market as a major source of our future growth, we have been proactively investing research and development resources in this area. Currently, automotive applications using our brushless DC motors include electric power steering system and seat/fuel-cell cooling fans. In the next five years, we expect a wider range of drive control systems, such as electric clutches, electric active suspension and brakes to start using our brushless DC motors.


Nidec Motors and Actuators (NMA), formerly Motors & Actuator division of Valeo S.A., France, now serves as a substantial foothold for our automotive motor operations in the European and North American markets. In its final phase of post merger integration, NMA has begun to see a healthy flow of its own automotive motor lines supplied through its streamlined sales channels. Under the current plan, we expect our overall automotive sales from Nidec and NMA to triple by fiscal 2012.



Sales


We regard a timely response to consumer demands as the most important aspect of service. By establishing a sales base in many regions, both inside and outside Japan, we have established a global sales network which covers the world’s key motor markets.


The following table presents a breakdown of total revenues by geographic market for the three years ended March 31, 2006, 2007 and 2008:


    Yen in millions
  U.S. dollars
in thousands

    For the year ended March 31
  For the year
ended
March 31, 2008

   
2006

 
2007

 
2008

 
Sales and operating revenues:                      
  Japan ¥ 294,307     ¥ 341,642     ¥ 371,705      $ 3,710,001  
  U.S.A. 8,398     10,747     19,513     194,760  
  Singapore 72,970     59,488     57,635     575,257  
  Thailand 56,246     80,579     109,994     1,097,854  
  The Philippines 6,848     12,929     13,374     133,486  
  China 30,565     36,884     45,398     453,119  
  Other 67,524     87,398     124,507     1,242,709  
   
 
 
 
 
Consolidated total
¥ 536,858     ¥ 629,667     ¥ 742,126     $ 7,407,186  
   
 
 
 

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Because our hard disk drive spindle motors are components used in information technology equipment, the market for which is subject to rapid technological change, it is critical to provide in-depth support, including by locating production, sales and service operations as close as possible to customers. Success in our business depends on the ability to quickly understand and respond to market needs, including product trends, features and specifications, as well as production capacity and pricing. Our Sales Department is constantly evaluating the market in search of new opportunities. Feedback on identified needs is quickly passed on to our Development and Production Departments, and the entire team works together to further the commercialization effort of new products. The rapid acquisition of information and action by our Sales Department enables our Development and Production Departments to respond quickly, so that products mee ting customer requirements can be launched in a timely manner.



Production


We specialize in the field of “Everything that Spins and Moves” centering on drive technology products, namely motors, and have acquired large market share for many of our products by reinforcing motor-related technology and application engineering through mergers and acquisitions. As a result, we have been successful in expanding sales and profits by taking advantage of new market opportunities and demand trends. We divide operations into the five business segments discussed below. While development and design engineering are mostly conducted in Japan, production of small precision motors is conducted in various Asian countries, including Thailand, the Philippines, Singapore, China and Vietnam, based on our basic policy of manufacturing products close to the manufacturing sites of our customers. The manufucture of mid-size motors is also conducted in various countries, including Japan, China, Thailand, Spain, Poland an d Mexico. Machinery is still manufactured mostly in Japan.


Small Precision Motors


We manufacture most of our small precision motors, such as spindle motors for HDDs, brushless DC motors and fan motors in our overseas manufacturing subsidiaries in Thailand, the Philippines, Singapore, China and Vietnam. In addition, we established joint ventures with NTN Corporation in China in August 2002, and in Thailand in November 2005. The joint ventures are producing fluid dynamic bearing units using oil impregnated sintered-alloy metal for our spindle motors for HDDs. These manufacturing operations in Asia have resulted in cost reductions in relation to such factors as capital expenditure, labor costs and taxes. Also, as part of efforts to facilitate production cost reduction, we are promoting the internalization of motor parts in these sites. We have established research and development centers in Japan, which develop new designs and more efficient processing/production technology in order to create advanced new product s. In particular, our technical development centers in Kyoto, Shiga, Nagano and Tottori have been engaged in the design and prototype production for new-products and are promoting the full transfer of their technical expertise, including formation of mass production lines, to our overseas plants.


Mid-Size Motors


The design and development of the mid-size motors is conducted in Japan. Nidec Corporation handles mid-size brushless DC motors for vehicles responding to an increase in the demand for fuel-efficient vehicles generating less emission. Nidec Shibaura Corporation deals with mid-size brushless DC motors for consumer electronics and housing facilities, which are equipped with energy-saving, low noise and longer life features. Nidec Power Motor Corporation handles mid-size motors for energy-efficient machinery. The manufacture of those products is conducted in Japan, China, Thailand, Spain, Poland and Mexico. Manufacturing bases in Japan provide technical support to manufacturing subsidiaries in China, Thailand, Spain, Poland and Mexico.


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Machinery


Semiconductor manufacturing equipment, automatic measuring equipment, image processing equipment, high-speed press machines, printed-circuit-boards inspection equipment, industrial robots and card readers, have mainly been designed, developed and manufactured in Japan. Some of our measuring equipment and high-speed press machines are being manufactured in China.


Electronic and Optical Components


We manufacture encoders, optical components such as camera shutters, lens units and optical pick-up units, electronic parts including pressure sensors, electronics circuit parts and actuators in our subsidiaries ,Nidec Copal Corporation, Nidec Copal Electronics Corporation and Nidec Sankyo Corporation. Shutters and lens units for various cameras are developed and designed by Nidec Copal Corporation in Japan and manufactured in Japan, Thailand and China. Nidec Sankyo Corporation develops, designs and manufactures electronic components such as actuators and optical pick-up units, which are being manufactured in Singapore and China. Electronic components such as pressure sensors and electronics circuit parts are being developed, designed by Nidec Copal Electronics Corporation in Japan and manufactured in Japan and China.


Others


“Others” consists of pivot assemblies and automotive parts. Our manufacturing subsidiary in Singapore conducts the development, design and manufacture of pivot assemblies. Automotive parts are developed and designed in Japan and manufactured in Japan and Vietnam.


Suppliers


We purchase components, raw materials, equipment relevant to the manufacture of our products from various suppliers selected on the basis of superiority in product price, product quality, production lead-time, and associated services. We believe that this policy encourages suppliers to develop technological expertise and cost competitiveness. A large portion of such procurements, except some components for printed circuits, is locally available. We believe that the materials and components necessary for our manufacturing operations are presently available both in quantity and quality.


Key motor parts outsourced are, pressing and stamping parts for the production of hubs, stator cores, and die casts used in brackets motors are mounted on. Other products outsourced include printed-circuit components, including integrated circuits and electromagnetic steel sheets, as well as other electronic parts. In the past, we purchased base plates for motors from suppliers, but now we produce such base plates. Once in the past, an increase in demand for printed circuits caused a shortage of relevant electronic components, including integrated circuits. If similar difficulties should occur in the future, we would be compelled to build stock to meet demand.



Government Regulation and Environmental Standards


In Japan, we are subject to environmental regulation under the Air Pollution Control Law, the Water Pollution Control Law, the Wastes Disposal and Public Cleaning Law, the Law for the Promotion of Effective Utilization of Resources, the Basic Law for Establishing a Recycling-based Society and other laws. We are also subject to local regulations which in some cases impose requirements more stringent than the national requirements. However, we do not use large volumes of hazardous or toxic chemicals in our manufacturing operations. Moreover, our operations do not require the disposal of large amounts of waste into the environment. Our emissions are sufficiently low so that we are not required to report their amount under the Pollutant Release and Transfer Register.


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Our overseas operations are also subject to environmental regulation. Our operations in the United States, for example, are subject to extensive environmental regulation under a number of laws, including the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental, Response, Compensation and Liability Act and the Toxic Substances Control Act. We are also subject to substantial state legislation that parallels, and in some cases imposes more stringent obligations than, the federal requirements.  Any electronic or electrical equipment sold in the EC are subject to the Restriction of Hazardous Substances Directive (RoHS) 2002/95/EC. This Directive indicates that only products entering the EU must be in compliance.  Still, we consider the Directive to essentially cover our whole lines of products because of the possibility that products we make and sell elsewhere could be eventually destined for the EU as components of other companies’ products.


We believe that leadership in environmental protection is an important competitive factor in the markets for our products. We have given and will continue to give high management priority to environmental matters. We believe that our operations are in substantial compliance with regulatory requirements affecting our facilities and products in each of the markets in which we operate. We monitor these requirements and adjust affected operations and products to ensure that we remain in substantial compliance with these requirements. Almost all of our plants and manufacturing bases, in Japan and overseas, have either received, or are scheduled to receive within the next several years, certifications under the ISO 14001 standards on environmental management systems of the International Organization for Standardization. Also, we have established a committee to investigate ways pursuant to which that we might eliminate the use of lead in our manufacturing processes. As a result, almost all of our current products use lead-free solder, with a few exceptions because of specific customers’ individual requirements.


Our Employees


The following table shows the number of our employees as of the dates indicated:


    As of March 31,
   
2006

 
2007

 
2008

                  
  Japan 7,550     7,989     8,909  
  North America 197     1,146     1,052  
  Asia (other than Japan) 70,943     79,208     86,162  
  Europe 31     727     774  
   
 
 
      Total 78,721     89,070     96,897  
   
 
 

Japan


In Japan, as of March 31, 2008, we had 8,909 employees. 3,954 of these employees were engaged in manufacturing operations, 2,011 in research and development and 1,176 in sales activities.


Most of our employees receive compensation on the basis of fixed annual salaries and twice-a-year bonuses. In addition, we have a separate bonus system to reward employees who make significant technological contributions to our operations as reflected primarily by patent registrations. We emphasize and reward individual skills and performance. We have started to incorporate performance-linked elements into our domestic compensation and promotion systems to make us more competitive in Japan in recruiting and retaining highly-skilled individuals. Under our retirement allowance system, eligible employees are entitled to a lump-sum allowance and a retirement annuity upon their retirement.


In Japan, although Nidec has no labor union, labor unions have been organized in some of our subsidiaries. There have been no substantial strikes and/or labor disputes. We believe that the relationship between us and our employees is favorable.


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Overseas


As of March 31, 2008, we had 87,988 employees overseas. 80,403 of these employees were engaged in manufacturing operations, 300 in research and development and 583 in sales activities.


No material strikes and/or labor disputes have occurred overseas and we believe that the relationship between us and our employees is favorable.



Intellectual Property


As of March 31, 2008, we owned 1,947 issued patents, 22 utility model registrations and 279 trademarks in Japan as well as 711 issued patents and 23 trademarks in the United States. Every year, we file additional patent applications in Japan, some of which we file in the United States. We also seek patent protection in various other foreign countries where we manufacture or sell our products. As of March 31, 2008, we had a total of 4,146 patent and utility model applications pending in Japan and in the United States. While we believe that our patents are important, in general, no single or group of related patents is essential to us or any of our principal business segments.


We have two strategies for enhancing the protection of our intellectual property rights. First, we distribute descriptions of our patented technology, with schematics, to our development and sales personnel who have more frequent contact with our competitors and their products. By keeping our development and sales personnel informed about the current status and content of our patent and utility model applications and registrations, they are better able to evaluate whether any of our competitors’ products might be infringing our technology. Second, we are putting more effort into obtaining samples of our competitors’ products so that our technical and legal teams can conduct detailed analysis regarding possible patent infringement. Information gained from this process also helps us to obtain more favorable terms during the negotiation of license agreements.



Legal Proceedings


On February 15, 2005, we filed a patent infringement lawsuit in the Northern District of California in the Unites States against Victor Company of Japan, Limited and its subsidiary, JVC Components (Thailand) Co., Ltd., and their sales agents, Kabushiki Kaisha Agilis and Agilis Technology Inc. (collectively “JVC”), charging them with infringing our U.S. Patent Nos. 5,667,309, 6,554,476, 6,343,877 and 6,793,394. These four patents cover our fluid dynamic bearing technology used in spindle motors found in computer hard disc drives. JVC has supplied and continues to supply spindle motors to hard disc drive manufacturers without a license under these patents. We brought this action to prevent JVC from selling, distributing or importing infringing spindle motors in the United States, and from selling or distributing such motors for incorporation into hard disc drives sold, distributed or imported in the United States. On February 8, 2008, JVC and Nidec signed a settlement agreement at Nidec’s head office and all lawsuits were withdrawn.


On March 6, 2007, we filed a patent infringement lawsuit in the Eastern District of Texas in the Unites States against LG Innotek Co., Ltd. (“LGIT”) and its subsidiaries for infringement of U.S. Patent No. 6,242,830, which relates to our bearing technology used for spindle motors in CD, DVD and/or Blu-ray drives.


On July 30, 2008, we filed lawsuits in the Osaka District Court  against Samsung Electro-Mechanics Co., Ltd. (“SEMCO”), an electronic components manufacturer based in Korea, for infringement of three Japanese patents (No. 3344913, 3502266, 3688015) regarding our spindle motors mainly used for CD/DVD drives. We have requested injunctions to preclude SEMCO from marketing such spindle Japanese market.


We are also involved in a number of other actions and proceedings in Japan and overseas in the ordinary course of our business. Based upon the information currently available to us and our domestic and overseas legal counsel, we believe that the ultimate resolution of such actions and proceedings will not, in the aggregate, have a material adverse effect on our financial condition or results of operations.


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C. Organizational Structure.


The following table and the discussion that follows present summary information on our major consolidated subsidiaries as of March 31, 2008:

Name

 

Country

 

Principal business

 

Percentage owned by us as of March 31, 2008 

           

(%) 

Consolidated subsidiaries

             

Nidec Automobile Motor (Zhejiang) Corporation

 

China

 

Manufacturing of motors for automobiles

 

100.0%

 

Nidec America Corporation

 

U.S.A

 

Sales of fans and precision motors

 

100.0%

 

Nidec (Zhejiang) Corporation

 

China

 

Manufacture of spindle motors for hard disk drives

 

100.0%

 

Nidec (Dalian) Limited

 

China

 

Manufacture of small brushless DC motors and fan motors

 

100.0%

 

Nidec (Dongguan) Limited

 

China

 

Manufacture of small brushless DC motors

 

100.0%

 

Nidec Electronics GmbH

 

Germany

 

Sales of spindle motors for hard disk drives and fans

 

100.0%

 

Nidec Philippines Corporation

 

Philippines

 

Manufacture of spindle motors for hard disk drives

 

99.9%

 

Nidec (H.K.) Co., Ltd.

 

Hong Kong

 

Sales of parts for our products and sales of spindle motors

 

99.9%

 

Nidec Singapore Pte. Ltd.

 

Singapore

 

Manufacture and sales of pivot assemblies

 

100.0%

 

Nidec Taiwan Corporation

 

Taiwan

 

Sales of small brushless DC motors and fans

 

100.0%

 

Nidec Vietnam Corporation

 

Vietnam

 

Manufacturing of fan motors

 

100.0%

 

Nidec Electronics (Thailand) Co., Ltd.

 

Thailand

 

Manufacture and sales of spindle motors for hard disk drives

 

99.9%

 

Nidec Subic Philippines Corporation

 

Philippines

 

Manufacture of spindle motors for hard disk drives

 

100.0%

 

Nidec (Shanghai) International Trading Co., Ltd.

 

China

 

Sales of small brushless DC motors

 

100.0%

 

Nidec Nemicon Corporation

 

Japan

 

Manufacture and sales of rotary encoders, proximity sensors and other electronic equipment

 

99.7%

 

Nidec Power Motor Corporation

 

Japan

 

Manufacture and sales of mid-size motors and small AC motors

 

92.2%

 

Nidec Shibaura Corporation

 

Japan

 

Manufacture and sales of small AC motors

 

100.0%

 

Nidec Copal Electronics Corporation *1

 

Japan

 

Manufacture and sales of electronic circuit components, pressure sensors, actuators and potentiometers

 

62.0%

 

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Name

 

Country

 

Principal business

 

Percentage owned by us as of March 31, 2008 

           

(%)

Nidec Copal Corporation *1

 

Japan

 

Manufacture and sales of optical, electronic and information equipment, photo laboratory system and factory automation equipment

 

57.5%

 

Nidec-Kyori Corporation

 

Japan

 

Manufacture and sales of high speed automatic presses, feed devices and other industrial machinery

 

100.0%

 

Nidec System Engineering (Zhejiang) Corporation

 

China

 

Manufacture of factory automation equipment

 

100.0%

 

Nidec Logistics Corporation

 

Japan

 

Transportation, warehousing, import and export business, packing, environment business, distribution processing and physical distribution

 

100.0%

 

Nidec Machinery Corporation

 

Japan

 

Manufacture and sales of automatic assembly line machinery and testers

 

60.0%

 

Nidec-Shimpo Corporation

 

Japan

 

Manufacture and sales of power transmission drives, control devices, measuring and factory automation equipment, ceramic and wood art equipment, and others

 

100.0%

 

Nidec Tosok Corporation *1

 

Japan

 

Manufacture and sales of precision automotive parts, automatic measuring equipment, semiconductor manufacturing machinery, air/electronic gauges, precision ball screws, other precision measuring devices and manufacture of fan motors

 

65.4%

 

Nidec Total Service Corporation

 

Japan

 

Insurance agency, real estate business, merchandising, building maintenance and others

 

100.0%

 

Nidec Sankyo Corporation *1

 

Japan

 

Manufacture and sales of motors, optical pickup units, automated teller machines, home appliance components and factory automation equipment

 

65.3%

 

Nidec Motors & Actuators

 

France

 

Manufacturing and sales of air flow system, seat positioning system, body closure system, braking, drive-line and steering system

 

100.0%

 

Nidec Brilliant Co., Ltd. *2

 

Singapore

 

Manufacturing and sales of hard disk drives base plate, brackets and top covers

 

98.9%

 

Japan Servo Co., Ltd. *1

 

Japan

 

Manufacturing and sales of motors for brushless motors, stepping motors, fans motors, blowers motors, sensors and motor applications

 

60.4%

 

Notes:

*1 - Listed on one or more stock exchanges in Japan

*2 - The company name has changed from “Brilliant Manufacturing Limited” on April 1, 2008.


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Joint Venture with NTN Corporation


On August 28, 2002, Nidec and NTN Corporation established a joint venture, NTN-Nidec (Zhejiang) Corporation, in Pinghu City located near Shanghai, China.


Nidec holds 40% and NTN holds 60% of the equity of the joint venture. The breakdown of the initial paid-in capital of $6.5 million was $2.6 million from Nidec and $3.9 million from NTN. The purpose of the new joint venture company is to manufacture and sell fluid dynamic bearing units made of sintered alloy metal for hard disk drive motors. Production started in April 2003.


A sintered-alloy-based fluid dynamic bearing units by the new joint venture will be used in our fluid dynamic bearing motors for hard disk drives.  Those motors are sold mainly to the computer/server market through Nidec Corporation. In order to expand the market further, the joint ventures have turned their eyes to promising markets such as the audio-visual market and the mobile market, as the demand for hard disk drives in those markets is increasing.


In January 2004, NTN-Nidec (Zhejiang) Corporation increased its paid-in capital to $21 million U.S. dollars from $13 million U.S. dollars in lieu of an exchange of ownership of shares between Nidec and NTN Corporation. This capital investment was used for capital improvements to achieve increased production capability to 8 million pieces per month from the original 3 million.


After the success of the joint venture NTN-Nidec (Zhejiang) Corporation in China, Nidec and NTN Corporation established a second joint venture, NTN-Nidec (Thailand) Corporation, in Rayong Province located at the south of Bangkok Metropolis, Thailand on November 9, 2005.


Nidec holds 40% and NTN holds 60% of the equity of the new joint venture. The first capital of 360 million Baht is paid by NTN in November 2005. In March 24, 2006, Nidec paid the increased capital of 240 million Baht.


As with the first joint venture in China, the purpose of the second joint venture is to manufacture and sell fluid dynamic bearing units made of sintered alloy metal for hard disk drive motors. Production started in June 2006.


As of March 2008, production capability of NTN-Nidec (Zhejiang) Corporation was 8.8 million pieces per month, and the capacity of NTN-Nidec (Thailand) Corporation was 9.7 million pieces per month.


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D. Property, Plants and Equipment.


Our principal executive offices are located in Kyoto, Japan and occupy approximately 36,119 square meters of office space. At March 31, 2008, we operated manufacturing and sales facilities through 26 Japanese subsidiaries and 102 foreign subsidiaries. These facilities are located in Japan, China, Singapore, Europe, the United States, Thailand, Vietnam, Indonesia, the Philippines, South Korea, Malaysia, Taiwan and Mexico.


The following table sets forth information, as of March 31, 2008, with respect to our principal manufacturing facilities and other facilities:


Facility name

 

Location

 

Floor space (square meters)

 

Principal products and function

             

In Japan

           

Corporate Headquarters and Central Technical Laboratories (1)

 

Japan

 

36,119

 

Basic research and development and fluid dynamic bearing technology development

Japan Servo Co., Ltd.(1)

 

Japan

 

34,128

 

Manufacturing of mid-size motors

Nidec-Shimpo Corporation (1)

 

Japan

 

29,322

 

Manufacturing of power transmission equipments and measuring equipment

Nidec Power Motor Corporation (1)

 

Japan

 

27,459

 

Manufacturing and sales of mid-size motors

Nidec Shibaura Corporation Head Office (2)

 

Japan

 

24,600

 

Manufacturing and sales of mid-size motors

Nidec Tosok Corporation Head Office and Technical Center (1)

 

Japan

 

23,471

 

Manufacturing of measuring equipment and semiconductor equipment

Nidec Copal Corporation Koriyama Technical Center (1)

 

Japan

 

23,384

 

Development design and material procurement

Shiga Technical Development Center (1)

 

Japan

 

20,596

 

Research and development and manufacturing of spindle motors for hard disk drives, DC motors for PC peripheral devices, mid-size motors for automobiles and pumps and precision motors

Nidec Sankyo Ina Facility (1)

 

Japan

 

18,160

 

Manufacturing of robots

Nidec Copal Corporation Shiojiri Factory (1)

 

Japan

 

16,452

 

Manufacturing of industrial automation and labor-saving equipments

Nidec Tosok Corporation Yamanashi Factory (1)

 

Japan

 

16,320

 

Manufacturing of components for automobiles

Nidec Sankyo Komagane Facility (1)

 

Japan

 

14,279

 

Manufacturing of time switches, AC motors, stepping motor units, and related parts and components

Nidec Copal Electronics Corporation Sano Factory (1)

 

Japan

 

14,188

 

Manufacturing and sales of precision automotive parts

Nidec Copal Precision Parts Corporation Koriyama Factory (1)

 

Japan

 

13,872

 

Manufacturing of precision dies, press stamping components, injection molding components and surface treatment processing components

       


   

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Index to Consolidated Financial Statements and Information.

Facility name

 

Location

 

Floor space (square meters)

 

Principal products and function

             

Outside Japan

           

Nidec Philippines Corporation (3)

 

Philippines

 

76,658

 

Manufacturing of spindle motors for hard disk drives

Nidec Sankyo (H.K.) Co., Limited Shilong Factory (4)

 

China

 

68,800

 

Machining of small motors, stepping motors, stepping motor units, and related parts

Nidec Motors & Actuators (Mexico) S. de R.L. de C.V (1)

 

Mexico

 

46,769

 

Manufacturing of motors for automotive and industrial applications

Nidec (Dalian) Limited

 

China

 

50,784

 

Manufacturing of spindle motors for hard disk drives, DC motors for PC peripheral devices, fans and components for precision motors

Nidec Electronics (Thailand) Co., Ltd. Rojana Factory (1)

 

Thailand

 

42,280

 

Manufacturing of spindle motors for hard disk drives

Nidec Tosok (Vietnam) Co., Ltd. (2)

 

Vietnam

 

41,972

 

Manufacturing of fans and components for automobiles

Nidec Electronics (Thailand) Co., Ltd. Rangsit Factory (1)

 

Thailand

 

41,650

 

Manufacturing of spindle motors for hard disk drives

Nidec (Zhejiang) Corporation

China

41,000

Manufacturing of spindle motors for hard disk drives, assembling motors and accessories

Nidec (Dong Guan) Corporation (4)

 

China

 

39,880

 

Manufacturing of small brushless DC motors for PC peripheral devices and office automation equipment

Nidec Precision (Thailand) Co., Ltd. Rojana Factory (1)

 

Thailand

 

37,630

 

Manufacturing of components for precision motors

Nidec Subic Philippines Corporation (2)

 

Philippines

 

35,626

 

Manufacturing of spindle motors for hard disk drives

Nidec Motors & Actuators (Germany) GmbH (1)

 

Germany

 

31,120

 

Manufacturing of motors for automotive and industrial applications

Nidec Copal (Zhejiang) Co., Ltd.

 

China

 

29,718

 

Manufacturing of components and lens cones for digital still cameras and mini-laboratory systems

Nidec Copal (Thailand) Corporation (1)

 

Thailand

 

28,306

 

Manufacturing of camera components and micro motors

Nidec Copal Electronics (Zhejiang) Co., Ltd.

 

China

 

26,000

 

Manufacturing of actuators

Nidec Shibaura (Zhejiang) Co., Ltd. (2)

 

China

 

22,700

 

Manufacturing of mid-size motors

Nidec Vietnam Corporation (2)

 

China

 

21,740

 

Manufacturing of fan motors

Nidec Sankyo Vietnam Corporation(2)

 

Vietnam

 

20,824

 

Manufacturing of stepping motors

Nidec Sankyo (Fuzhou) Co., Ltd. (2)

 

China

 

20,540

 

Manufacturing of optical pickup units

Nidec-Shimpo (Zhejiang) Co., Ltd.

 

China

 

20,310

 

Manufacturing of power transmission drives

Nidec Precision (Thailand) Co., Ltd. Ayutthaya Factory (1)

 

Thailand

 

19,560

 

Manufacturing of components for precision motors

Nidec Sankyo Electronics (Shaoguan) Co., Ltd.

 

China

 

19,548

 

Manufacturing of motor-driven actuator units

Nidec System Engineering (Zhejiang) Corporation

 

China

 

17,390

 

Manufacturing of various system equipment

Nidec Sankyo (H.K.) Co., Limited Shanghan Electric Plant (4)

 

China

 

16,000

 

Manufacturing of DC motors

Nidec Shibaura Electronics (Thailand) Co., Ltd.(1)

 

Thailand

 

15,715

 

Manufacturing of mid-size motors


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Facility name

 

Location

 

Floor space (square meters)

 

Principal products and function

             

PT. Japan Servo Batam(1)

 

Indonesia

 

14,700

 

Manufacturing of mid-size motors

Changzhou Servo Motors Co., Ltd.(1)

 

China

 

14,220

 

Manufacturing of mid-size motors

Nidec Pigeon (H.K.) Co., Ltd.

Dong Bao Precision Factory (4)

 

China

 

14,254

 

Manufacturing and sales of mechanism for audio

Nidec Automobile Motor (Zhejiang) Corporation (4)

 

China

 

13,745

 

Manufacturing of motors for automobiles

Nidec Power Motor (Zhejiang) Co., Ltd. (2)

 

China

 

13,500

 

Manufacturing of industrial mid-size motors

Nidec Sankyo (Zhejiang) Corporation (4)

 

China

 

13,383

 

Manufacturing of motor-driven actuator units

Nidec Copal Philippines Corporation (2)

 

Philippines

 

13,219

 

Manufacturing of precision mini-motors, press stamping parts, molding parts and surface treatment processing parts

Nidec Nissin (Dalian) Corporation (4)

 

China

 

13,260

 

Manufacturing of engineering plastic dies and moldings

Nidec Sankyo Singapore Pte. Ltd. Batam Factory (4) 

 

Indonesia

 

13,045

 

Manufacturing of stepping motors and motor-driven actuator units


Notes:

(1) We own both the property and the facilities.

(2) We lease the property and own the facilities.

(3) Nidec Philippines Corporation leases the property from Nidec Development Philippines Corporation, a joint venture company with Prudential BK established for the purpose of purchasing land in the Philippines. We own the facilities.

(4) We lease both the property and the facilities.


In addition to the above facilities, we have a number of other smaller factories located worldwide. In Japan, we also have sales and service offices which are located primarily in Tokyo, Machida, Osaka, Nagoya, Fukuoka, Zama and Hiroshima.


As of March 31, 2008, the aggregate book value of the land and buildings we owned was ¥95.6 billion, and the aggregate book value of machinery and equipment we owned was ¥ 92.0 billion. In addition to the property we own, we lease other equipment used in our operations.



Item 4A. Unresolved Staff Comments


We are a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There are no written comments which have been provided by the staff of the Securities and Exchange Commission (the “SEC” or the “Commission”) regarding our periodic reports under the Exchange Act not less than 180 days before the end of the fiscal year ended March 31, 2008 and which remain unresolved as of the date of the filing of this Form 20-F with the Commission.


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Item 5. Operating and Financial Review and Prospects


A. Operating Results.


You should read the following discussion of our financial condition and results of operations together with our consolidated financial statements and other information included in this annual report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under Item 3.D and elsewhere in this annual report.



Overview


Effects of Our Recent Acquisitions Activities on Our Financial Statements



As discussed under Item 4.A of this annual report, we have sought growth by investing in, or acquiring companies with ,motors, drives and other related products and technologies. Depending on the circumstances, we acquire a majority interest or a substantial minority interest in the target companies. Our approach has been to identify underperforming companies with advanced products and technologies. In the past years, we have acquired substantial interests in a number of major companies, several of which were public companies in Japan.


On November 8, 2006, we acquired a 98.9% share in Fujisoku Corporation (“FSKC”). FSKC manufactures and sells industrial switches, memory cards, panel switches and electronic measuring instruments.


On December 27, 2006, we acquired all of the voting rights of the Motors & Actuators business of Valeo S.A., France. As part of the acquisition of the Motors & Actuators business of Valeo S.A, we acquired all shares of the companies listed below, and therefore, from the acquisition date, we started consolidating them in our financial statements.


Nidec Motors & Actuators

Nidec Motors & Actuators (Germany) GmbH

NMA Property Verwaltungsgesellschaft mbH

Nidec Motors & Actuators (Poland) Sp.Z o.o.

Nidec Motors & Actuators (Spain) S.A.

Nidec Motors & Actuators (USA) INC.

Nidec Motors & Actuators (Mexico) S. de R.L. de C.V.


The NMA group manufactures motors and actuators for automobiles, such as air flow systems, body closure systems, occupant positioning systems and brake systems.


On February 23, 2007, we acquired a 87.1% share in Brilliant Manufacturing Limited (“BML”). BML is engaged in manufacturing and sales of base plate die-casting and top cover used in hard disk drives. By acquiring BML, we increased our manufacturing capability in Asia.


On April 27, 2007, we acquired a 51.8% share in Japan Servo Co., Ltd. (“Japan Servo”). Japan Servo has long been engaged in the manufacture and sale of small motors and motor applied products.


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Effects of Foreign Currency Fluctuations


A significant portion of our business is conducted in currencies other than the yen, most significantly, the U.S. dollar. Our business is thus sensitive to fluctuations in foreign currency exchange rates, especially the yen-U.S. dollar exchange rate. Our consolidated financial statements are subject to both translation risk and transaction risk. Translation risk is the risk that our consolidated financial statements for a particular period or for a particular date are affected by changes in the prevailing exchange rates of the currencies in those countries in which we conduct business against the Japanese yen. The translation effect, even if it is substantial, is a reporting consideration and does not reflect our underlying results of operations.


Transaction risk arises when the currency structure of our costs and liabilities deviates from the currency structure of our sales proceeds and assets. A substantial portion of our overseas sales are made in U.S. dollars. While sales denominated in U.S. dollars are, to a significant extent, offset by U.S. dollar denominated costs, we generally have had a significant net long U.S. dollar position. With respect to costs not denominated in U.S. dollars, we believe that we have been able to reduce the level of transaction risk to the extent that our overseas subsidiaries incur costs in currencies that generally follow the U.S. dollar. Transaction risk remains for products sold in U.S. dollars to the extent that we must purchase parts for our products from Japan, the costs for which are denominated in yen.


Changes in the fair values of our foreign exchange forward contracts and changes in option prices under our foreign currency option agreements are recognized as gains or losses on derivative instruments in our consolidated statement of income. For a more detailed discussion of these instruments, you should read Item 11 “Quantitative and Qualitative Disclosure About Market Risk” and Note 21 to our consolidated financial statements included in this annual report.


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Index to Consolidated Financial Statements and Information.

Results of Operations – Year Ended March 31, 2008 Compared to Year Ended March 31, 2007


The following table sets forth selected information relating to our income and expense items for each of the three years in the period ended March 31, 2008.


   
Yen in millions

 
U.S. dollars in thousands

   
For the year ended March 31

 
For the year ended March 31,
   
2006

 
2007

 
2008

 
2008

  Net sales ¥ 536,858     ¥ 629,667     ¥ 742,126     $ 7,407,186  
  Operating expenses:                      
 
Cost of products sold
413,012     486,627     583,910     5,828,027  
 
Selling, general and administrative expenses
41,188     46,276     51,283     511,857  
 
Research and development expenses
29,232     32,755     30,100     300,429  
   
 
 
 
 
 
483,432     565,658     665,293     6,640,313  
 
Operating income
53,426     64,009     76,833     766,873  
  Other income (expense):                      
 
Interest and dividend income
1,664     2,565     2,930     29,244  
 
Interest expense
(1,362 )   (2,022 )   (2,421 )   (24,164 )
 
Foreign exchange gain (loss), net
7,866     1,757     (14,110   (140,832
 
Gain from marketable securities, net
3,869     943     454     4,531  
 
Other, net
(1,085 )   (1,657 )   (1,003 )   (10,011 )
   
 
 
 
 
 
10,952     1,586     (14,150 )   (141,232 )
  Income before income taxes 64,378     65,595     62,683     625,641  
  Income taxes (15,213 )   (17,460 )   (15,484 )   (154,546 )
   
 
 
 
  Income before minority interest and equity in earnings of affiliated companies 49,165     48,135     47,199     471,095  
  Minority interest in income of consolidated companies 8,170     8,130     6,082     60,704  
  Equity in net losses (income) of affiliated companies 46     73     (39   (389
   
 
 
 
  Net income ¥ 40,949     ¥ 39,932     ¥ 41,156     $ 410,780  
   
 
 
 

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Index to Consolidated Financial Statements and Information.

Results of Operations – Year Ended March 31, 2008 Compared to Year Ended March 31, 2007


Net Sales

   
(Yen in millions)

   
   
2007

 
2008

 
Inc/Dec

 
%

  Net sales:                      
      Small precision motors:                      
 
Hard disk drives spindle motors
¥ 198,196     ¥ 223,068     ¥ 24,872     12.5 %
 
Other small precision brushless DC motors
74,445     92,359     17,914     24.1  
 
Brushless DC fans
38,656     46,525     7,869     20.4  
 
Other small precision motors *
6,684     23,730     17,046     255.0  
   
 
 
 
 
Sub-total
317,981     385,682     67,701     21.3  
      Mid-size motors 57,389     96,377     38,988     67.9  
      Machinery 82,944     73,253     (9,691   (11.7
      Electronic and optical components 144,651     159,266     14,615     10.1  
      Others 26,702     27,548     846     3.2  
   
 
 
 
 
Consolidated total
¥ 629,667     ¥ 742,126     ¥ 112,459     17.9 %
   
 
 
 

* “Small precision brush DC motors” was changed to “Other small precision motors” from the beginning of this year because the diversity of the products increased.


Details are described by segment below.


Our net sales increased ¥112,459 million, or 17.9%, from ¥629,667 million for the year ended March 31, 2007 to ¥742,126 million for the year ended March 31, 2008. This increase was due mainly to the impact of the newly consolidated subsidiaries and small precision motors, especially hard disk drives spindle motors.


Net sales of Fujisoku Corporation, which has been consolidated since November 2006, is included in “Electronic and optical components”. Nidec Motors & Actuators and its group companies, which have been consolidated since December 2006, are included in “Mid-size motors”. Brilliant Manufacturing Limited and its subsidiaries, which have been consolidated since February 2007, are included in “Small precision motors”. Japan Servo Co., Ltd. and its subsidiaries, which have been consolidated since April 2007, are included in “Small precision motors”.



(Small precision motors)


Net sales of small precision motors increased ¥67,701 million, or 21.3%, from ¥317,981 million for the year ended March 31, 2007 to ¥385,682 million for the year ended March 31, 2008. Net sales of each product included in “small precision motors” are as shown below.


Hard disk drives spindle motors


Net sales of our hard disk drives spindle motors increased ¥24,872 million, or 12.5%, from ¥198,196 million for the year ended March 31, 2007 to ¥223,068 million for the year ended March 31, 2008. Sales volume of hard disk drives spindle motors increased by 16.0% compared to the previous fiscal year. This increase was primarily due to an increase in net sales of spindle motors for 2.5-inch and 3.5-inch hard disk drives. Sales volumes of the motors for 2.5-inch and 3.5-inch hard disk drives increased by 18.7% and 16.2%, respectively. The yen-based average sales price decreased 3.0% in comparison to the previous fiscal year, however, the yen appreciated against the U.S. dollar by 2.3% during the same period. Therefore, in effect, the dollar-based sales prices declined almost 1.0%.


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This was mainly due to a decrease in the average price of motors for 2.5-inch hard disk drives, approximately 1.5% on a dollar basis, in spite of an increase in the average price of 3.5-inch hard disk drives, approximately 1% on a dollar basis.


Net sales of hard disk drives spindle motors accounted for 31.5% of total net sales for the year ended March 31, 2007 and 30.1% of total net sales for the year ended March 31, 2008.


Other small precision brushless DC motors


Net sales of our other small precision brushless DC motors increased ¥17,914 million, or 24.1%, from ¥74,445 million for the year ended March 31, 2007 to ¥92,359 million for the year ended March 31, 2008. Excluding the contribution from newly consolidated companies, net sales of other small precision brushless DC motors increased ¥6,099 million or 8.2%, from ¥74,445 million for the year ended March 31, 2007 to ¥80,544 million for the year ended March 31, 2008. This increase was primarily due to an increase in net sales of stepping motors and brushless DC motors for optical disk drives.


Net sales of our other small precision brushless DC motors accounted for 11.8% of total net sales for the year ended March 31, 2007 and 12.4% of total net sales for the year ended March 31, 2008.


Brushless DC fans


Net sales of brushless DC fans increased ¥7,869 million, or 20.4%, from ¥38,656 million for the year ended March 31, 2007 to ¥46,525 million for the year ended March 31, 2008. This increase was primarily due to an increase in the contribution from newly consolidated companies. Excluding the contribution from newly consolidated companies, net sales of brushless DC fans slightly increased ¥721 million or 1.9%, from ¥38,656 million for the year ended March 31, 2007 to ¥39,377 million for the year ended March 31, 2008.


Net sales of brushless DC fans accounted for 6.1% of total net sales for the year ended March 31, 2007 and 6.3% of total net sales for the year ended March 31, 2008.


Other small precision motors


Net sales of other small precision motors increased ¥17,046 million, or 255.0%, from ¥6,684 million for the year ended March 31, 2007 to ¥23,730 million for the year ended March 31, 2008. This increase was primarily due to an increase in the contribution from newly consolidated companies. Excluding this contribution, net sales of other small precision motors increased slightly ¥66 million or 1.0%, from ¥6,684 million for the year ended March 31, 2007 to ¥6,750 million for the year ended March 31, 2008.


Net sales of other small precision motors accounted for 1.1% of total net sales for the year ended March 31, 2007 and 3.2% of total net sales for the year ended March 31, 2008.



(Mid-size motors)


Net sales of our mid-size motors increased ¥38,988 million, or 67.9%, from ¥57,389 million for the year ended March 31, 2007 to ¥96,377 million for the year ended March 31, 2008. Excluding the contribution from newly consolidated companies, net sales of mid-size motors increased ¥11,724 million or 24.3%, from ¥48,306 million for the year ended March 31, 2007 to ¥60,030 million for the year ended March 31, 2008. This increase was primarily due to an increase in net sales of motors for automobiles such as power steering systems, and for home appliances such as air conditioners.


Net sales of our mid-size motors accounted for 9.1% of our total net sales for the year ended March 31, 2007 and 13.0% of total net sales for the year ended March 31, 2008.


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Index to Consolidated Financial Statements and Information.

(Machinery)


Net sales of our machinery decreased ¥9,691 million, or 11.7%, from ¥82,944 million for the year ended March 31, 2007 to ¥73,253 million for the year ended March 31, 2008. This decrease was primarily due to decreases in sales of industrial robots, card readers and high-speed pressing machines, affected by a lower demand resulting from the decreased capital investment by our customers, which offset an increase in net sales of factory automation equipment and semiconductor manufacturing equipment.


Net sales of our machinery accounted for 13.2% of our total net sales for the year ended March 31, 2007 and 9.9% of total net sales for the year ended March 31, 2008.



(Electronic and optical components)


Net sales of our electronic and optical components increased ¥14,615 million, or 10.1%, from ¥144,651 million for the year ended March 31, 2007 to ¥159,266 million for the year ended March 31, 2008. Excluding the contribution from newly consolidated companies, net sales of electronic and optical components increased ¥10,698 million or 7.6%, from ¥141,670 million for the year ended March 31, 2007 to ¥152,368 million for the year ended March 31, 2008. This increase was primary due to an increase in net sales of optical components such as shutters for mobile phones and digital cameras, and electronic components for amusement machines.


Net sales of our electronic and optical components accounted for 23.0% of our total net sales for the year ended March 31, 2007 and 21.5% of total net sales for the year ended March 31, 2008.



(Others)


Net sales of our other products increased ¥846 million, or 3.2%, from ¥26,702 million for the year ended March 31, 2007 to ¥27,548 million for the year ended March 31, 2008. This increase was primarily due to an increase in net sales of automobile parts.


Cost of Products Sold


Our cost of products sold increased ¥97,283 million, or 20.0%, from ¥486,627 million for the year ended March 31, 2007 to ¥583,910 million for the year ended March 31, 2008. Excluding the contribution from the newly consolidated companies, our cost of products sold increased ¥33,810 million, or 7.1% from ¥476,004 million for the year ended March 31, 2007 to ¥509,814 million for the year ended March 31, 2008. This increase was primarily due to the increase in sales volume and a negative impact from changes in exchange rates.

As a percentage of net sales, cost of sales increased from 77.3% for the year ended March 31, 2007 to 78.7% for the year ended March 31, 2008.


Selling, General and Administrative Expenses


Our selling, general and administrative expenses increased ¥5,007 million, or 10.8%, from ¥46,276 million for the year ended March 31, 2007 to ¥51,283 million for the year ended March 31, 2008. Excluding the contribution from the newly consolidated companies, our selling, general and administrative expenses decreased ¥1,754 million, or 3.9% from ¥45,340 million for year ended March 31, 2007 to ¥43,586 million for the year ended March 31, 2008. This decrease was mainly due to a non-recurring gain, a decrease in legal fees, a decrease in commission fees and an increase in the gain resulting from the sales of fixed assets compared to the year ended March 31, 2007.

As a percentage of net sales, selling, general and administrative expenses decreased from 7.3% for the year ended March 31, 2007 to 6.9% for the year ended March 31, 2008.


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Index to Consolidated Financial Statements and Information.

Research and Development Expenses


Our research and development expenses decreased ¥2,655 million, or 8.1%, from ¥32,755 million for the year ended March 31, 2007 to ¥30,100 million for the year ended March 31, 2008. Excluding the contribution from the newly consolidated companies, our research and development expenses decreased ¥4,839 million, or 15.1% from ¥32,128 million for the year ended March 31, 2007 to ¥27,289 million for the year ended March 31, 2008. This decrease was primarily due to a decrease in research and development expenses related to mid-sized motors due to the commencement of mass production.

As a percentage of net sales, research and development expenses decreased from 5.2% for the year ended March 31, 2007 to 4.0% for the year ended March 31, 2008.


Operating Income


As a result of the foregoing factors, our operating income increased ¥12,824 million, or 20.0%, from ¥64,009 million for the year ended March 31, 2007 to ¥76,833 million for the year ended March 31, 2008.

As a percentage of net sales, operating income increased from 10.2% for the year ended March 31, 2007 to 10.4% for the year ended March 31, 2008.


Other Income (Expenses)


We had other income in the amount of ¥1,586 million for the year ended March 31, 2007, while we incurred other expenses in the amount of ¥14,150 million for year ended March 31, 2008. This change was mainly due to foreign exchange losses.


We had foreign exchange gain in the amount of ¥1,757 million for the year ended March 31, 2007, while we incurred foreign exchange losses in the amount of ¥14,110 million for the year ended March 31, 2008. This was principally due to the appreciation in the value of the yen against relevant foreign currencies compared to the same period of the previous fiscal year. The exchange rate of the yen against the U.S. dollar as of March 31, 2006, 2007 and 2008 was ¥117.47, ¥118.05 and ¥100.19, respectively.


Gains from marketable securities, net decreased ¥489 million from ¥943 million for the year ended March 31, 2007 to ¥454 million for the year ended March 31, 2008. This decrease was mainly due to a decrease in gain from the sales of marketable securities as compared to the year ended March 31, 2007.


Income before Income Taxes


As a result of the foregoing, our income before income taxes decreased ¥2,912 million, or 4.4%, from ¥65,595 million for the year ended March 31, 2007 to ¥62,683 million for the year ended March 31, 2008.


Income Taxes


Our income taxes decreased ¥1,976 million, or 11.3%, from ¥17,460 million for the year ended March 31, 2007 to ¥15,484 million for the year ended March 31, 2008.

The effective income tax rate for the year ended March 31, 2008 was lower compared to the effective income tax rate for the year ended March 31, 2007. The main reason for this decrease was the net impact of the decrease in the effective tax rate of valuation allowance and tax benefit in foreign subsidiaries and the adoption of FIN 48 as well as the effects of transfer pricing taxation paid for the prior year. For the year ended March 31, 2007, Nidec incurred an additional tax expense of approximately ¥2,850 million as a result of an examination by the tax authority in relation to transfer pricing. There was no such impact in the current year. This decrease in tax expense was partially offset by the impact of FIN 48 in the current year.


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Index to Consolidated Financial Statements and Information.

Minority Interest in Income of Consolidated Subsidiaries


Minority interest in income of our consolidated subsidiaries decreased ¥2,048 million, or 25.2%, from ¥8,130 million for the year ended March 31, 2007 to ¥6,082 million for the year ended March 31, 2008. Excluding the contribution from the newly consolidated companies, minority interest in income of our consolidated subsidiaries decreased ¥2,925 million, or 36.0% from ¥8,130 million for the year ended March 31, 2007 to ¥5,205 million for the year ended March 31, 2008. Minority interests of group companies such as Nidec Sankyo Corporation and certain of its subsidiaries decreased ¥3,254 million due primarily to a decrease in their profitability, which more than offset an increase in minority interests in income of other companies such as Nidec Copal Corporation and certain of its subsidiaries.


Equity in Net Losses (Income) of Affiliated Companies


We incurred equity in net loss of affiliated companies in the amount of ¥73 million for the year ended March 31, 2007, while we had equity in net income of affiliated companies in the amount of ¥39 million for the year ended March 31, 2008.


Net Income


As a result of the foregoing, our net income increased ¥1,224 million, or 3.1%, from ¥39,932 million for the year ended March 31, 2007 to ¥41,156 million for the year ended March 31, 2008.


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Index to Consolidated Financial Statements and Information.

Results of Operations – Year Ended March 31, 2007 Compared to Year Ended March 31, 2006


Net Sales

   
(Yen in millions)

   
   
2006

 
2007

 
Inc/Dec

 
%

  Net sales:                      
      Small precision motors:                      
 
Hard disk drives spindle motors
¥ 164,575     ¥ 198,196     ¥ 33,621     20.4 %
 
Other small precision brushless DC motors
66,463     74,445     7,982     12.0  
 
Brushless DC fans
34,872     38,656     3,784     10.9  
 
Other small precision motors *
7,849     6,684     (1,165   (14.8
   
 
 
 
 
Sub-total
273,759     317,981     44,222     16.2  
      Mid-size motors 37,767     57,389     19,622     52.0  
      Machinery 73,243     82,944     9,701     13.2  
      Electronic and optical components 128,791     144,651     15,860     12.3  
      Others 23,298     26,702     3,404     14.6  
   
 
 
 
 
Consolidated total
¥ 536,858     ¥ 629,667     ¥ 92,809     17.3 %
   
 
 
 

* “Small precision brush DC motors” was changed to “Other small precision motors” from the beginning of fiscal year ended March 31, 2008 because the diversity of the products increased.



Details are described by segment below.


(Small precision motors)


Hard disk drives spindle motors


Net sales of our hard disk drives spindle motors increased ¥33,621million, or 20.4%, from ¥164,575 million for the year ended March 31, 2006 to ¥198,196 million for the year ended March 31, 2007. Sales volume of hard disk drives spindle motors increased by 21.9% compared to the same period of the previous fiscal year. This increase was primarily due to an increase in net sales of 2.5-inch disk drives motors and 3.5-inch disk drives motors, reflecting strong demand in the information technology industry and consumer electronics.

Net sales of hard disk drives spindle motors accounted for 30.7% of total net sales for the year ended March 31, 2006 and 31.5% of total net sales for the year ended March 31, 2007.


Other small precision brushless DC motors


Net sales of our other small precision brushless DC motors increased ¥7,982 million, or 12.0%, from ¥66,463 million for the year ended March 31, 2006 to ¥74,445 million for the year ended March 31, 2007. This increase was primarily due to an increase in sales of brushless DC motors for optical disk drives, office equipment and home appliances.

Net sales of our other small precision brushless DC motors accounted for 12.4% of total net sales for the year ended March 31, 2006 and 11.8% of total net sales for the year ended March 31, 2007.


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Brushless DC fans


Net sales of our brushless DC fans increased ¥3,784 million, or 10.9%, from ¥34,872 million for the year ended March 31, 2006 to ¥38,656 million for the year ended March 31, 2007.

Net sales of our brushless DC fans accounted for 6.5% of total net sales for the year ended March 31, 2006 and 6.1% of total net sales for the year ended March 31, 2007.


Other small precision motors


Net sales of our other small precision motors decreased ¥1,165 million, or 14.8%, from ¥7,849 million for the year ended March 31, 2006 to ¥6,684 million for the year ended March 31, 2007.

Net sales of our other small precision motors accounted for 1.4% of total net sales for the year ended March 31, 2006 and 1.1% of total net sales for the year ended March 31, 2007.


(Mid-size motors)


Net sales of our mid-size motors increased ¥19,622 million, or 52.0%, from ¥37,767 million for the year ended March 31, 2006 to ¥57,389 million for the year ended March 31, 2007. This increase was primarily due to an increase in net sales of motors for automobiles and for home appliances such as air conditioners. The increase of motors for automobiles includes the net sales of Nidec Motors & Actuators, which we acquired during the year ended March 31, 2007, of ¥9,082 million.

Net sales of our mid-size motors accounted for 7.0% of our total net sales for the year ended March 31, 2006 and 9.1% of total net sales for the year ended March 31, 2007.


(Machinery)


Net sales of our machinery increased ¥9,701 million, or 13.2%, from ¥73,243 million for the year ended March 31, 2006 to ¥82,944 million for the year ended March 31, 2007. This increase was primarily due to an increase in net sales of power transmission drives, card readers and high-speed pressing machines, reflecting the effect of new products and strong demand from increased capital investment by our customers.

Net sales of our machinery accounted for 13.6% of our total net sales for the year ended March 31, 2006 and 13.2% of total net sales for the year ended March 31, 2007.


(Electronic and optical components)


Net sales of our electronic and optical components increased ¥15,860 million, or 12.3%, from ¥128,791 million for the year ended March 31, 2006 to ¥144,651 million for the year ended March 31, 2007. This increase was primarily due to an increase in net sales of optical component such as shutters and lens units for digital cameras and mobile phones, offsetting a decrease in the net sales of optical pickup units. Net sales of electronic circuit also increased, including the net sales of Fujisoku Corporation which we acquired during the year ended March 31, 2007.

Net sales of our electronic and optical components accounted for 24.0% of our total net sales for the year ended March 31, 2006 and 23.0% of total net sales for the year ended March 31, 2007.


(Others)


Net sales of our other products increased ¥3,404 million, or 14.6%, from ¥23,298 million for the year ended March 31, 2006 to ¥26,702 million for the year ended March 31, 2007. This increase was primarily due to an increase in net sales of pivot assemblies.


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Cost of Products Sold


Our cost of products sold increased ¥73,615 million, or 17.8%, from ¥413,012 million for the year ended March 31, 2006 to ¥486,627 million for the year ended March 31, 2007 due primarily to increased sales. As a percentage of net sales, cost of sales increased from 76.9% for the year ended March 31, 2006 to 77.3% for the year ended March 31, 2007.


Selling, General and Administrative Expenses


Our selling, general and administrative expenses increased ¥5,088 million, or 12.4%, from ¥41,188 million for the year ended March 31, 2006 to ¥46,276 million for the year ended March 31, 2007. This increase was due to increases in salaries, bonuses and loss on fixed assets, which more than offset decreases in loss on bad debts for the year ended March 31, 2006, when there was the insolvency of AgfaPhoto GmbH. As a percentage of net sales, selling, general and administrative expenses decreased from 7.7% for the year ended March 31, 2006 to 7.3% for the year ended March 31, 2007.


Research and Development Expenses


Our research and development expenses increased ¥3,523 million, or 12.1%, from ¥29,232 million for the year ended March 31, 2006 to ¥32,755 million for the year ended March 31, 2007. This was primarily due to an increase in expenses for our research and development related to mid-sized motors, mainly used for automobile steering systems, and hard disk spindle motors. As a percentage of net sales, research and development expenses decreased from 5.4% for the year ended March 31, 2006 to 5.2% for the year ended Mach 31, 2007.


Operating Income


As a result of the foregoing factors, our operating income increased ¥10,583 million, or 19.8%, from ¥53,426 million for the year ended March 31, 2006 to ¥64,009 million for the year ended March 31, 2007. As a percentage of net sales, operating income increased from 10.0% for the year ended March 31, 2006 to 10.2% for the year ended March 31, 2007.


Other Income (Expenses)


Other income decreased ¥9,366 million, or 85.5%, from ¥10,952 million for the year ended March 31, 2006 to ¥1,586 million for the year ended March 31, 2007.


Interest and dividend income increased ¥901 million from ¥1,664 million for the year ended March 31, 2006 to ¥2,565 million for the year ended March 31, 2007. This was primarily due to interest income attributable to the increased average balance of our foreign currency deposits and increases in interest rates.


Interest expense increased ¥660 million from ¥1,362 million for the year ended March 31, 2006 to ¥2,022 million for the year ended March 31, 2007. This was primarily due to an increase of our borrowings for M&A transactions, additional investment in subsidiaries and increased interest rates.


Gain from marketable securities, net decreased ¥2,926 million from ¥3,869 million for the year ended March 31, 2006 to ¥943 million for the year ended March 31, 2007. This decrease was mainly due to a decrease in gain on the sales of marketable securities as compared with the year ended March 31, 2006. This decrease primarily relates to the gain of ¥1,123 million based on the business combination of Mitsubishi Tokyo Financial Group, Inc. and UFJ Holdings, Inc., during fiscal year ended March 31, 2006. We recognized this gain in accordance with Emerging Issues Task Force 91-5 (“EITF 91-5”).


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Foreign exchange gain decreased ¥6,109 million from ¥7,866 million for year ended March 31, 2006 to ¥1,757 million for the year ended March 31, 2007. This was principally due to depreciation in the value of the yen against relevant foreign currencies in the fiscal year 2006 compared to the same period of the previous fiscal year. The exchange rate of the yen against the U.S. dollar as of March 31, 2005, 2006 and 2007 was ¥107.39, ¥117.47 and ¥118.05, respectively.


Income before Income Taxes


As a result of the foregoing, our income before income taxes increased ¥1,217 million, or 1.9%, from ¥64,378 million for the year ended March 31, 2006 to ¥65,595 million for the year ended March 31, 2007.


Income Taxes


Our income taxes increased ¥2,247 million, or 14.8%, from ¥15,213 million for the year ended March 31, 2006 to ¥17,460 million for the year ended March 31, 2007.


The effective income tax rate for the year ended March 31, 2007 was higher compared to the effective income tax rate for the year ended March 31, 2006. This was mainly due to the effect of additional tax expenses based on transfer price taxation of ¥2,850 million.


Minority Interest in Income of Consolidated Subsidiaries


Minority interest in income of our consolidated subsidiaries decreased ¥40 million, or 0.5%, from ¥8,170 million for the year ended March 31, 2006 to ¥8,130 million for the year ended March 31, 2007. Minority interest of group companies such as Nidec Sankyo Corporation and certain of its subsidiaries decreased ¥852 million due primarily to a decrease in their profitability, which more than offset an increase in minority interest in income of other companies such as Nidec Copal Corporation and certain of its subsidiaries of ¥812 million. As a result, minority interest in income of consolidated subsidiaries decreased slightly.


Equity in Net Losses of Affiliated Companies


Equity in net losses of our affiliated companies increased ¥27 million, or 58.7%, from ¥46 million for the year ended March 31, 2006 to ¥73 million for the year ended March 31, 2007.


Net Income


As a result of the foregoing, our net income decreased ¥1,017 million, or 2.5%, from ¥40,949 million for the year ended March 31, 2006 to ¥39,932 million for the year ended March 31, 2007.



Segment Information


Based on the applicable criteria set forth in the Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS No. 131”), we have sixteen reportable operating segments on which we report in our consolidated financial statements. These reportable operating segments are legal entities. One of them is Nidec Corporation, while the others are Nidec’s fifteen consolidated subsidiaries: Nidec Electronics (Thailand) Co., Ltd., Nidec (Zhejiang) Corporation, Nidec (Dalian) Limited, Nidec Singapore Pte. Ltd., Nidec (H.K.) Co., Ltd., Nidec Philippines Corporation, Nidec Sankyo Corporation, Nidec Copal Corporation, Nidec Tosok Corporation, Nidec Copal Electronics Corporation, Japan Servo Co., Ltd., Nidec Shibaura Corporation, Nidec-Shimpo Corporation, Nidec Motors & Actuators, and Nidec Nissin Corporation. For the information required by SF AS No. 131, see Note 25 to our consolidated financial statements included in this annual report.


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Nidec acquired all of the voting rights of the Motors & Actuators business of Valeo S.A., France (“NMA”) in December 2006. As the materiality of the segment increased, NMA has been identified as a reportable operating segment since the three months ended June 30, 2007. Segment information for the year ended March 31, 2007 has been restated to conform to the current presentation. In addition, Nidec acquired a majority of the voting rights of Japan Servo Co., Ltd. (“JSRV”) in April 2007. JSRV has been identified as a reportable operating segment since the six months ended September 30, 2007.


We evaluate our financial performance based on segmental profit and loss, which consists of sales and operating revenues less operating expenses. Segmental profit or loss is determined using the accounting principles in the segment’s country of domicile. Nidec Corporation, Nidec Sankyo Corporation, Nidec Copal Corporation, Nidec Tosok Corporation, Nidec Copal Electronics Corporation, Japan Servo Co. Ltd., Nidec Shibaura Corporation, Nidec-Shimpo Corporation, and Nidec Nissin Corporation apply Japanese GAAP. Nidec Electronics (Thailand) Co., Ltd. applies Thai accounting principles. Nidec (Zhejiang) Corporation and Nidec (Dalian) Limited apply Chinese accounting principles. Nidec (H.K.) Co., Ltd. applies Hong Kong accounting principles. Nidec Singapore Pte. Ltd. applies Singaporean accounting principles, Nidec Philippines Corporation applies Philippine accounting principles and Nidec Motors & Actuators applies mainly Inter national Financial Reporting Standards (“IFRS”). Thus, our segmental data has not been prepared under U.S. GAAP on a basis that is consistent with our consolidated financial statements or on any other single basis that is consistent between segments. While there are several differences between U.S. GAAP and the underlying accounting principles used by the operating segments, the principal differences that affect segmental operating profit or loss are accounting for pension and severance costs, directors’ bonuses and leases. We believe that the monthly segmental information is available on a timely basis and that it is sufficiently accurate at the segment profit and loss level for us to manage our business.


The first of the following two tables shows revenues from external customers and other operating segments by reportable operating segment for the years ended March 31, 2006, 2007 and 2008. The second table shows operating profit or loss by reportable operating segment, which includes intersegment revenues, for the years ended March 31, 2006, 2007 and 2008:


    Year ended March 31
    2006   2007   2008   2008
    (Yen in millions and U.S. dollars in thousands)
  Nidec                      
    External revenues ¥ 68,613     ¥ 89,466     ¥ 88,954     $ 887,853  
    Intersegment revenues 99,607     91,130     100,299     1,001,088  
   
 
 
 
 
Sub total
168,220     180,596     189,253     1,888,941  
  Nidec Electronics (Thailand)                      
   External revenues 47,745     67,754     95,859     956,772  
   Intersegment revenues 29,732     21,486     32,334     322,727  
   
 
 
 
 
Sub total
77,477     89,240     128,193     1,279,499  
  Nidec (Zhejiang)                      
   External revenues ¥ 14,995     ¥ 14,802     ¥ 14,161     $ 141,341  
   Intersegment revenues 4,377     5,371     10,776     107,556  
   
 
 
 
 
Sub total
19,372     20,173     24,937     248,897  
  Nidec (Dalian)                      
   External revenues 3,044     3,637     4,190     41,821  
   Intersegment revenues 45,629     46,828     43,849     437,658  
   
 
 
 
 
Sub total
48,673     50,465     48,039     479,479  

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    Year ended March 31
    2006   2007   2008   2008
    (Yen in millions and U.S. dollars in thousands)
  Nidec Singapore                      
   External revenues 62,009     49,877     45,472     453,858  
   Intersegment revenues 1,179     347     227     2,266  
   
 
 
 
 
Sub total
63,188     50,224     45,699     456,124  
  Nidec (H.K.)                      
   External revenues 24,600     34,738     39,359     392,844  
   Intersegment revenues 2,702     4,344     4,298     42,898  
   
 
 
 
 
Sub total
27,302     39,082     43,657     435,742  
  Nidec Philippines                      
   External revenues 1,186     5,382     5,833     58,219  
   Intersegment revenues 31,121     42,845     40,649     405,719  
   
 
 
 
 
Sub total
32,307     48,227     46,482     463,938  
  Nidec Sankyo                      
   External revenues 70,195     64,907     58,475     583,641  
   Intersegment revenues 17,977     13,109     13,589     135,632  
   
 
 
 
 
Sub total
88,172     78,016     72,064     719,273  
  Nidec Copal                      
   External revenues 46,408     63,008     63,779     636,580  
   Intersegment revenues 8,977     8,460     6,594     65,815  
   
 
 
 
 
Sub total
55,385     71,468     70,373     702,395  
  Nidec Tosok                      
   External revenues 22,081     22,310     25,769     257,201  
   Intersegment revenues 407     357     293     2,924  
   
 
 
 
 
Sub total
22,488     22,667     26,062     260,125  
  Nidec Copal Electronics                      
   External revenues 19,151     19,849     22,392     223,495  
   Intersegment revenues 2,642     3,133     4,177     41,691  
   
 
 
 
 
Sub total
21,793     22,982     26,569     265,186  
  Japan Servo                      
   External revenues -     -     25,378     253,299  
   Intersegment revenues -     -     3,549     35,423  
   
 
 
 
 
Sub total
-     -     28,927     288,722  
  Nidec Shibaura                      
   External revenues 13,502     16,146     17,286     172,532  
   Intersegment revenues 2,702     3,439     3,633     36,261  
   
 
 
 
 
Sub total
16,204     19,585     20,919     208,793  
  Nidec-Shimpo                      
   External revenues 9,619     10,748     11,163     111,418  
   Intersegment revenues 1,514     2,448     2,455     24,503  
   
 
 
 
 
Sub total
11,133     13,196     13,618     135,921  
  Nidec Motors & Actuators                      
   External revenues -     9,079     36,352     362,831  
   Intersegment revenues -     -     284     2,835  
   
 
 
 
 
Sub total
-     9,079     36,636     365,666  

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    Year ended March 31
    2006   2007   2008   2008
    (Yen in millions and U.S. dollars in thousands)
  Nidec Nissin                      
   External revenues 12,022     10,895     10,847     108,264  
   Intersegment revenues 907     762     826     8,244  
   
 
 
 
 
Sub total
12,929     11,657     11,673     116,508  
  All Others                      
   External revenues 120,041     139,338     171,824     1,714,983  
   Intersegment revenues 182,093     203,616     235,225     2,347,790  
   
 
 
 
 
Sub total
302,134     342,954     407,049     4,062,773  
  Total                      
   External revenues 535,211     621,936     737,093     7,356,952  
   Intersegment revenues 431,566     447,675     503,057     5,021,030  
   
 
 
 
    Adjustments(*) 1,647     7,731     5,033     50,234  
  Intersegment elimination (431,566 )   (447,675 )   (503,057 )   (5,021,030 )
   
 
 
 
 
Consolidated total (net sales)
¥ 536,858     ¥ 629,667     ¥ 742,126     $ 7,407,186  
   
 
 
 

(*) See Note 25 to the consolidated financial statements included in this annual report.



    Year ended March 31
    2006   2007   2008   2008
    (Yen in millions and U.S. dollars in thousands)
Segment profit or loss:                      
    Nidec ¥ 8,852     ¥ 11,241     ¥ 13,980     $ 139,535  
    Nidec Electronics (Thailand) 11,335     10,822     12,606     125,821  
    Nidec (Zhejiang) 108     275     1,040     10,380  
    Nidec (Dalian) 3,718     4,560     4,720     47,110  
    Nidec Singapore 1,205   1,545     1,231     12,287
    Nidec (H.K.) 347     386     576     5,749  
    Nidec Philippines 1,059     4,407     4,129     41,212  
    Nidec Sankyo 9,050     7,109     5,053     50,434  
    Nidec Copal 2,524   4,056     3,415     34,085
    Nidec Tosok 435   1,430     1,643     16,399
    Nidec Copal Electronics 2,949     2,688     3,631     36,241  
    Japan Servo -     -     372     3,713  
    Nidec Shibaura (274 )   136     (97   (968
    Nidec-Shimpo 498     1,412     1,182     11,798  
    Nidec Motors & Actuators -     59     555     5,539  
    Nidec Nissin 683     545     610     6,088  
    All Others 12,179     12,251     21,997     219,554  
   
 
 
 
           Total 54,668     62,922     76,643     764,977  
   
 
 
 
    Adjustments (*) (1,242   1,087     190     1,896  
   
 
 
 
           Consolidated total ¥ 53,426     ¥ 64,009     ¥ 76,833       $ 766,873  
   
 
 
 

(*) See Note 25 to the consolidated financial statements included in this annual report.


Net sales of Nidec increased ¥8,657 million, or 4.8%, from ¥180,596 million for the year ended March 31, 2007 to ¥189,253 million for the year ended March 31, 2008. This increase of net sales resulted primarily from an increase in net sales of our core business, hard disk drives spindle motors, reflecting strong demand in the information technology industry.


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External revenues of Nidec decreased ¥512 million, or 0.6%, from ¥89,466 million for the year ended March 31, 2007 to ¥88,954 million for the year ended March 31, 2008. Intersegment revenues of Nidec increased ¥9,169 million, or 10.1%, from ¥91,130 million for the year ended March 31, 2007 to ¥100,299 million for the year ended March 31, 2008. Operating profit of Nidec increased ¥2,739 million, or 24.4%, from ¥11,241 million for the year ended March 31, 2007 to ¥13,980 million for the year ended March 31, 2008. This increase was due primarily to the increase in net sales of hard disk drives spindle motors and an increase in royalty and commission fees from subsidiary companies.


Net sales of Nidec increased ¥12,376 million, or 7.4%, from ¥168,220 million for the year ended March 31, 2006 to ¥180,596 million for the year ended March 31, 2007. External revenues of Nidec increased ¥20,853 million, or 30.4%, from ¥68,613 million for the year ended March 31, 2006 to ¥89,466 million for the year ended March 31, 2007. This increase resulted primarily from an increase in net sales in our core business, hard disk drives spindle motors, reflecting continued strong demand in the information technology and consumer electronics industries. The increase also resulted from an increase in sales of hard disk drives spindle motors as a result of a transfer of a large customer from Singapore to China in the current fiscal year, sales to which were previously made through Nidec Singapore Pte. Ltd. but are now made through direct transactions with Nidec Corporation. Intersegm ent revenues of Nidec decreased ¥8,477 million, or 8.5%, from ¥99,607 million for the year ended March 31, 2006 to ¥91,130 million for the year ended March 31, 2007. This decrease resulted primarily from a decrease in sales of hard disk drives spindle motors to the large customer mentioned above through Nidec Singapore Pte. Ltd.  Operating profit of Nidec increased ¥2,389 million, or 27.0%, from ¥8,852 million for the year ended March 31, 2006 to ¥11,241 million for the year ended March 31, 2007. This increase was due primarily to the increase in net sales of hard disk drives spindle motors and an increase in royalty and commission fees from subsidiary companies.


Net sales of Nidec Electronics (Thailand) Co., Ltd. increased ¥38,953 million, or 43.6%, from ¥89,240 million for the year ended March 31, 2007 to ¥128,193 million for the year ended March 31, 2008 due primarily to an increase in sales volume of hard disk drives spindle motors, and the change in the exchange rate. Operating profit increased ¥1,784 million, or 16.5%, from ¥10,822 million for the year ended March 31, 2007 to ¥12,606 million for the year ended March 31, 2008. This was due primarily to a favorable impact from a change in exchange rates.


Net sales of Nidec Electronics (Thailand) Co., Ltd. increased ¥11,763 million, or 15.2%, from ¥77,477 million for the year ended March 31, 2006 to ¥89,240 million for the year ended March 31, 2007 due primarily to an increase in sales of hard disk drives spindle motors to main customers. Operating profit decreased ¥513 million, or 4.5%, from ¥11,335 million for the year ended March 31, 2006 to ¥10,822 million for the year ended March 31, 2007. This decrease resulted primarily from a delay in cost efficiency improvements in production relative to declines in sales prices.


Net sales of Nidec (Zhejiang) Corporation increased ¥4,764 million, or 23.6%, from ¥20,173 million for the year ended March 31, 2007 to ¥24,937 million for the year ended March 31, 2008. This increase was due mainly to the start of full-scale operation of a large customer’s factory in China. Operating profit increased ¥765 million, or 278.2%, from ¥275 million for the year ended March 31, 2007 to ¥1,040 million for the year ended March 31, 2008, due primarily to an increase in sales and a shift in the business from assembling motors to manufacturing of motors with higher margins.


Net sales of Nidec (Zhejiang) Corporation increased ¥801 million, or 4.1%, from ¥19,372 million for the year ended March 31, 2006 to ¥20,173 million for the year ended March 31, 2007. This increase resulted from increased sales of hard disk drives spindle motors, reflecting strong demand. Operating profit increased ¥167 million, or 154.6%, from ¥108 million for the year ended March 31, 2006 to ¥275 million for the year ended March 31, 2007. The increase in operating profit resulted primarily from a shift to more efficient mass production of our hard disk drives spindle motors.


Net sales of Nidec (Dalian) Limited decreased ¥2,426 million, or 4.8%, from ¥50,465 million for the year ended March 31, 2007 to ¥48,039 million for the year ended March 31, 2008. This decrease was due primarily to a decrease in customer demand for brushless DC fans. However, operating profit increased ¥160 million, or 3.5% from ¥4,560 million for the year ended March 31, 2007 to ¥4,720 million for the year ended March 31, 2008. The major reason for this increase was an increase in sales of other small precision brushless DC motors whose margin is higher than DC fans.


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Index to Consolidated Financial Statements and Information.

Net sales of Nidec (Dalian) Limited increased ¥1,792 million, or 3.7%, from ¥48,673 million for the year ended March 31, 2006 to ¥50,465 million for the year ended March 31, 2007. This increase was due primarily to an increase in customer demand for other small precision brushless DC motors used in DVD drives. Operating profit increased ¥842 million, or 22.6% from ¥3,718 million for the year ended March 31, 2006 to ¥4,560 million for the year ended March 31, 2007. This increase was due primarily to improvements in production cost efficiency reflecting more efficient mass production of our other small precision brushless DC motors and fans.


Net sales of Nidec Singapore Pte. Ltd. decreased ¥4,525 million, or 9.0%, from ¥50,224 million for the year ended March 31, 2007 to ¥45,699 million for the year ended March 31, 2008 resulting primarily from a decrease in sales of hard disk drives spindle motors to a large customer, which transferred from Singapore to China. Operating profit of Nidec Singapore Pte. Ltd. decreased ¥314 million, or 20.3%, from ¥1,545 million for the year ended March 31, 2007 to ¥1,231 million for the year ended March 31, 2008, due to an increase in production cost of pivot assemblies.


Net sales of Nidec Singapore Pte. Ltd. decreased ¥12,964 million, or 20.5%, from ¥63,188 million for the year ended March 31, 2006 to ¥50,224 million for the year ended March 31, 2007 resulting primarily from a decrease in sales of hard disk drives spindle motors to a large customer, which transferred from Singapore to China in the year ended March 31, 2007. However, operating profit of Nidec Singapore Pte. Ltd. increased ¥340 million, or 28.2%, from ¥1,205 million for the year ended March 31, 2006 to ¥1,545 million for the year ended March 31, 2007, due to an increase in sales of pivot assemblies with higher margins.


Net sales of Nidec (H.K.) Co., Ltd. increased ¥4,575 million, or 11.7%, from ¥39,082 million for the year ended March 31, 2007 to ¥ 43,657 million for the year ended March 31, 2008. This increase was due primarily to an increase in sales of hard disk drives spindle motors which started in 2006. Operating profit of Nidec (H.K.) Co., Ltd. increased ¥190 million, or 49.2%, from ¥386 million for the year ended March 31, 2007 to ¥ 576 million for the year ended March 31, 2008. This increase was due primarily to an increase in sales of hard disk drives spindle motors and other small precision brushless DC motors.


Net sales of Nidec (H.K.) Co., Ltd. increased ¥11,780 million, or 43.1%, from ¥27,302 million for the year ended March 31, 2006 to ¥39,082 million for the year ended March 31, 2007. This increase was due primarily to an increase in sales of hard disk drives spindle motors and other small precision brushless DC motors to a few customers. Operating profit of Nidec (H.K.) Co., Ltd. increased ¥39 million, or 11.2%, from ¥347 million for the year ended March 31, 2006 to ¥386 million for the year ended March 31, 2007. This increase was due primarily to an increase in sales.


Net sales of Nidec Philippines Corporation decreased ¥1,745 million, or 3.6%, from ¥48,227 million for the year ended March 31, 2007 to ¥46,482 million for the year ended March 31, 2008. This decrease was primarily due to a decrease in sales volume to a customer and a decline in sales price to a customer. Operating profit of Nidec Philippines Corporation decreased ¥278 million, or 6.3%, from ¥4,407 million for the year ended March 31, 2007 to ¥4,129 million for the year ended March 31, 2008. This was due to a delay in cost reduction relative to declines in sales prices.


Net sales of Nidec Philippines Corporation increased ¥15,920 million, or 49.3%, from ¥32,307 million for the year ended March 31, 2006 to ¥48,227 million for the year ended March 31, 2007. This increase resulted primarily from an increase in sales of hard disk drives spindle motors to our main customer in China and a few other main customers through Nidec Corporation.  Operating profit of Nidec Philippines Corporation increased ¥3,348 million, or 316.1%, from ¥1,059 million for the year ended March 31, 2006 to ¥4,407 million for the year ended March 31, 2007. This increase was due primarily to an increase in sales of high-price and high-margin goods, namely 2.5 inch hard disk drives spindle motors, reflecting volume efficiency resulting primarily from the large increase in sales.


Net sales of Nidec Sankyo Corporation decreased ¥5,952 million, or 7.6%, from ¥78,016 million for the year ended March 31, 2007 to ¥72,064 million for the year ended March 31, 2008 due to a decrease in sales of industrial robots reflecting a decrease of customer investment in the LCD panel industry. Operating profit of Nidec Sankyo decreased ¥2,056 million, or 28.9%, from ¥7,109 million for the year ended March 31, 2007 to ¥5,053 million for the year ended March 31, 2008. The major reason for this decrease was a decrease in sales of industrial robots.


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Net sales of Nidec Sankyo Corporation decreased ¥10,156 million, or 11.5%, from ¥88,172 million for the year ended March 31, 2006 to ¥78,016 million for the year ended March 31, 2007 due primarily to a decrease in sales of optical pickup units by withdrawal from low-margin products. Operating profit of Nidec Sankyo decreased ¥1,941million, or 21.4%, from ¥9,050 million for the year ended March 31, 2006 to ¥7,109 million for the year ended March 31, 2007. The major reason for this decrease was a decrease in sales of industrial robots and a drop in sales prices of stepping motors.


Net sales of Nidec Copal Corporation decreased ¥1,095 million, or 1.5%, from ¥71,468 million for the year ended March 31, 2007 to ¥70,373 million for the year ended March 31, 2008. This was due primarily to a decrease in sales of industrial robots and sensor units for electronic parts mounters, despite an increase in sales of shutters for mobile phones. Operating profit of Nidec Copal Corporation decreased ¥641 million, or 15.8%, from ¥4,056 million for the year ended March 31, 2007 to ¥3,415 million for the year ended March 31, 2008 due primarily to an increase in the production cost of vibration motors and a decrease in sales of industrial robots.


Net sales of Nidec Copal Corporation increased ¥16,083 million, or 29.0%, from ¥55,385 million for the year ended March 31, 2006 to ¥71,468 million for the year ended March 31, 2007. This increase was due primarily to an increase in sales of shutters and lens units for digital cameras and mobile phones reflecting strong customer demand. Operating profit of Nidec Copal Corporation increased ¥1,532 million, or 60.7%, from ¥2,524 million for the year ended March 31, 2006 to ¥4,056 million for the year ended March 31, 2007 due primarily to the increase in sales of shutters and lens units for digital cameras and mobile phones.


Net sales of Nidec Tosok Corporation increased ¥3,395 million, or 15.0%, from ¥22,667 million for the year ended March 31, 2007 to ¥26,062 million for the year ended March 31, 2008. This increase was due primarily to an increase in sales of semiconductor manufacturing equipment reflecting the upturn of the semiconductor industry, and increase in sales of automobile parts reflecting the increase of customer’s demand. Operating profit increased ¥213 million, or 14.9%, from ¥1,430 million for the year ended March 31, 2007 to ¥1,643 million for the year ended March 31, 2008. This increase was due primarily to an increase in sales of semiconductor manufacturing equipment and cost reduction in manufacturing of measuring equipments.


Net sales of Nidec Tosok Corporation increased ¥179 million, or 0.8%, from ¥22,488 million for the year ended March 31, 2006 to ¥22,667 million for the year ended March 31, 2007. This increase was due primarily to an increase in sales of semiconductor manufacturing equipment due to increased customer investment in facilities in the semiconductor industry. Operating profit increased ¥995 million, or 228.7%, from ¥435 million for the year ended March 31, 2006 to ¥1,430 million for the year ended March 31, 2007. This increase was due primarily to an increase in sales and cost efficiency improvements in production of semiconductor manufacturing equipment.


Net sales of Nidec Copal Electronics Corporation increased ¥3,587 million, or 15.6%, from ¥22,982 million for the year ended March 31, 2007 to ¥26,569 million for the year ended March 31, 2008. This increase was primarily due to an increase in sales of actuators, reflecting strong demand in the amusement machines industry.  Operating profit increased ¥943 million, or 35.1%, from ¥2,688 million for the year ended March 31, 2007 to ¥3,631 million for the year ended March 31, 2008 due primarily to an increase in sales of actuators.


Net sales of Nidec Copal Electronics Corporation increased ¥1,189 million, or 5.5%, from ¥21,793 million for the year ended March 31, 2006 to ¥22,982 million for the year ended March 31, 2007. This increase was primarily due to an increase in sales of trimmer potentiometers, switches and pressure sensors, reflecting increased demand in the information technology industry and the semiconductor manufacturing equipment industry. However, operating profit decreased ¥261 million, or 8.9%, from ¥2,949 million for the year ended March 31, 2006 to ¥2,688 million for the year ended March 31, 2007. This increase resulted primarily from an increase in research and development expenses and increased personnel expenses.


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Net sales and operating profit of Japan Servo were ¥28,927 million and ¥372 million for the year ended March 31, 2008, respectively. Japan Servo has been consolidated since April 2007. The Japan Servo segment comprises Japan Servo Co., Ltd., a subsidiary in Japan, which primarily produces and sells DC motors, fans and other small precision motors.


Net sales of Nidec Shibaura Corporation increased ¥1,334 million, or 6.8%, from ¥19,585 million for the year ended March 31, 2007 to ¥20,919 million for the year ended March 31, 2008 due primarily to an increase in sales of mid-size motors for air conditioners. Nidec Shibaura Corporation had operating profit of ¥136 million for the year ended March 31, 2007 and operating loss of ¥97 million for the year ended March 31, 2008, respectively. This decrease resulted primarily from an increase of personnel expenses and research and development expenses.


Net sales of Nidec Shibaura Corporation increased ¥3,381 million, or 20.9%, from ¥16,204 million for the year ended March 31, 2006 to ¥19,585 million for the year ended March 31, 2007 due primarily to an increase in sales of mid-size motors for air conditioners. Nidec Shibaura Corporation had operating loss of ¥274 million for the year ended March 31, 2006 and operating profit of ¥136 million for the year ended March 31, 2007. This increase resulted primarily from increased royalty fees from its subsidiary companies as compared to the same period of the previous fiscal year.


Net sales of Nidec-Shimpo Corporation increased ¥422 million, or 3.2%, from ¥13,196 million for the year ended March 31, 2007 to ¥13,618 million for the year ended March 31, 2008. This increase was due primarily to an increase in sales of power transmission equipment. However, operating profit of Nidec-Shimpo Corporation decreased ¥230 million, or 16.3%, from ¥1,412 million for the year ended March 31, 2007 to ¥1,182 million for the year ended March 31, 2008. This decrease was due primarily to start-up costs of new power transmission equipment products.


Net sales of Nidec-Shimpo Corporation increased ¥2,063 million, or 18.5%, from ¥11,133 million for the year ended March 31, 2006 to ¥13,196 million for the year ended March 31, 2007. This increase was due primarily to an increase in sales of power transmission equipment reflecting an increase in customer demand. Operating profit of Nidec-Shimpo Corporation increased ¥914 million, or 183.5%, from ¥498 million for the year ended March 31, 2006 to ¥1,412 million for the year ended March 31, 2007. This increase was due primarily to the increase in sales and cost reduction.


Net sales of Nidec Motors & Actuators were ¥9,079 million for the year ended March 31, 2007 and ¥36,636 million for the year ended March 31, 2008 respectively. Operating profit of Nidec Motors & Actuators were ¥59 million for the year ended March 31, 2007 and ¥555 million for the year ended March 31, 2008, respectively. Nidec Motors & Actuators has been consolidated since December 2006. The Nidec Motors & Actuators segment comprises Nidec Motors & Actuators (Germany) and other subsidiaries in Europe and North America, which primarily produce and sell motors for automobiles.


Net sales of Nidec Nissin Corporation increased ¥16 million, or 0.1%, from ¥11,657 million for the year ended March 31, 2007 to ¥11,673 million for the year ended March 31, 2008. This increase was primarily due to an increase in sales of engineering plastic moldings for cars. Operating profit of Nidec Nissin Corporation increased ¥65 million, or 11.9%, from ¥545 million for the year ended March 31, 2007 to ¥610 million for the year ended March 31, 2008. This increase was primarily due to an improvement in production costs in manufacturing engineering plastic dies.


Net sales of Nidec Nissin Corporation decreased ¥1,272 million, or 9.8%, from ¥12,929 million for the year ended March 31, 2006 to ¥11,657 million for the year ended March 31, 2007. This decrease was primarily due to a delay in complying with requirements of customers, such as quality and delivery, and a decline of sales prices. Operating profit of Nidec Nissin Corporation decreased ¥138 million, or 20.2%, from ¥683 million for the year ended March 31, 2006 to ¥545 million for the year ended March 31, 2007 due to a decrease in sales of plastic lenses.


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Within the All Others segment, net sales increased ¥64,095 million, or 18.7% from ¥342,954 million for the year ended March 31, 2007 to ¥407,049 million for the year ended March 31, 2008. The main reason of this increase was the addition of newly consolidated subsidiaries.  Operating profit increased ¥9,746 million, or 79.6% from ¥12,251 million for the year ended March 31, 2007 to ¥21,997 million for the year ended March 31, 2008. The main reason of this increase was the expansion in sales of Nidec Sankyo (H.K.) Co., Ltd. and the addition of newly consolidated subsidiaries.


Within the All Others segment, net sales increased ¥40,820 million, or 13.5% from ¥302,134 million for the year ended March 31, 2006 to ¥342,954 million for the year ended March 31, 2007. This increase was primarily due to an expansion in sales of Nidec Copal (Thailand) Co., Ltd.. However, operating profit slightly increased ¥72 million, or 0.6% from ¥12,179 million for the year ended March 31, 2006 to ¥12,251 million for the year ended March 31, 2007. This was primarily due to a decrease in profitability of Nidec Tosok (Vietnam) Co., Ltd. and Nidec Hi-Tech Motor (Thailand) Co., Ltd.


Accounting Changes


In June 2006, the Financial Accounting Standards Board (the “FASB”) released FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109 (“FIN 48”). The Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We adopted FIN 48 as of April 1, 2007, as discussed in note No. 19 “Income taxes”.


Recent Accounting Pronouncements to be adopted in future periods


In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements.” SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 is effective for fiscal years beginning after November 15, 2007. As of April 1, 2008, we adopted SFAS No.157. The adoption of SFAS No. 157 did not have a material impact on our consolidated financial position, results of operation or liquidity.


In September 2006, the FASB issued SFAS 158. The measurement date provision of SFAS 158 requires that the measurement of plan assets and benefit obligations be as of the date of the employer’s statement of financial position, not up to three months earlier as had been permitted by Statements 87 and 106. This provision of SFAS 158 is effective for fiscal years ending after December 15, 2008. As of April 1, 2008, we adopted the measurement date provision of SFAS No.158. As a result, on the beginning of the fiscal year ending March 31, 2009, accrued pension and severance costs increased by ¥225 million ($2,246 thousand). Furthermore, retained earnings, net of tax decreased by ¥106 million ($1,058 thousand) and accumulated other comprehensive income, net of tax decreased by ¥5 million ($50 thousand).


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In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities— including an amendment of FASB Statement No. 115”. SFAS 159 enables entities to choose to measure eligible financial assets and financial liabilities at fair value, with changes in value recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. As of April 1, 2008, we adopted SFAS No.159. As we did not elect the fair value option, the adoption of SFAS No. 159 did not have an impact on our consolidated financial position, results of operation or liquidity.


In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007) (“SFAS 141R”), “Business Combinations”. SFAS 141R requires that assets acquired, liabilities assumed, contractual contingencies, and contingent consideration be measured at fair value as of the acquisition date, that acquisition-related costs be expensed as incurred, that restructuring costs generally be expensed in periods subsequent to the acquisition date, and that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. SFAS 141R is required to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of fiscal year beginning on or after December 15, 2008. We are currently evaluating the potential impact from adopting SFAS 141R on our consolidated financia l position, results of operation or liquidity.


In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 (“SFAS 160”), “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. SFAS 160 recharacterizes minority interests in a subsidiary as non-controlling interests and requires the presentation of noncontrolling interests as equity in the consolidated balance sheets, and separate identification and presentation in the consolidated statement of income of net income attributable to the entity and the noncontrolling interest. SFAS 160 also requires all the transactions for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation be recognized as equity transactions. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. We are currently evaluating the potential impact from adopting SFAS 160 on our consolidated financial posit ion, results of operation or liquidity.


In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (“SFAS 161”), “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. SFAS 161 is intended to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We are currently evaluating the potential impact from adopting SFAS 161 on our consolidated financial position, results of operation or liquidity.


In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162 (“SFAS 162”), “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS 162 is effective after 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments. We are currently evaluating the potential impact from adopting SFAS 162 on our consolidated financial position, results of operation or liquidity.


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Application of Critical Accounting Policies


The Company and its subsidiaries in Japan maintain their records and prepare their financial statements in accordance with accounting principles generally accepted in Japan, and its foreign subsidiaries in conformity with those of their countries of domicile. Certain adjustments and reclassifications have been incorporated in the accompanying consolidated financial statements to conform U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from these estimates, judgments and assumptions.


An accounting estimate in our financial statements is a critical accounting estimate if it requires us to make assumptions about matters that are highly uncertain at the time the accounting estimate is made, and either different estimates that we reasonably could have used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on the presentation of our financial condition, changes in financial condition or results of operations. We have identified the following critical accounting policies with respect to our financial presentation.


Inventories


Our inventories, which consist primarily of finished products such as hard disk drives spindle motors, are stated at the lower of cost or market value. Cost is determined principally using the weighted average cost method and the market value is mainly based on net realizable value less direct sales costs. These products are exposed to frequent innovation, the introduction of new products to the market and short product life cycles due to rapid technological advances and model changes. We periodically assess the market value of our inventory, based on sales trends and forecasts and technological changes and write off inventories with no movement for one year or when it is apparent that there is no possibility of future sales or usage. We may have to recognize large amounts of inventory write-off as a result of an unexpected decline in market conditions, changes in demand or our product line.


Other-than-temporary Losses on Marketable Securities


We review the market value of our marketable securities at the end of each fiscal quarter. Our marketable securities consist of available-for-sale securities and held-to-maturity securities. Other-than-temporary losses on individual marketable securities are charged to income in the period as incurred. Losses on available-for-sale securities are classified as other-than-temporary based on the length of time and the extent to which the fair value has been less than the carrying amount. Our management employs a systematic methodology to assess the recoverability of such investments by reviewing the financial position of underlying companies and prevailing market conditions in which these companies operate to determine if our investment in each of these companies is impaired and whether the impairment is other-than-temporary. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.


We believe that the accounting estimate related to investment impairment is a critical accounting policy because:


it is highly susceptible to change from period to period because it requires our management to make assumptions about future financial condition and cash flows of investees; and

the impact that recognizing an impairment would have on the total assets reported on our balance sheet as well as our operating income would be material.


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As of March 31, 2008, the estimated fair value of our marketable securities was ¥13,711 million. We recorded a gain on marketable securities in the amount of ¥454 million for the year ended March 31, 2008.


The following table shows the other-than-temporary losses on marketable securities.

    Year ended March 31
    2006   2007   2008   2008
    (Yen in millions and U.S. dollars in thousands)
                       
    Other-than-temporary losses on marketable securities -     ¥ 11     ¥ 287     $ 2,865  

Allowance for Doubtful Accounts


We maintain an allowance for doubtful accounts based on the historical rate of credit losses experienced. We additionally provide allowances for specific customer accounts deemed uncollectible. Management assesses the need for specific allowances based on changes in the customers’ financial condition and length of time the account has remained overdue. As our customer base is highly concentrated, the nonfulfillment or delay in payment caused by even one of our major customers may require us to record a significant additional allowance. For the year ended March 31, 2008, sales to our six largest customers represented approximately 36% of our net sales. Our accounts receivable are likewise concentrated. At March 31, 2008, six customers represented ¥47,629 million, or 32%, of our gross accounts receivable. In addition, during economic downturns, a certain number of our customers may have difficulty with their cash flows.


Although we believe that we can make reliable estimates for doubtful accounts, customer concentrations as well as overall economic conditions may affect our ability to accurately estimate the allowance for doubtful accounts. Our allowance for doubtful accounts amounted to ¥795 million as of March 31, 2008. Our trade notes and accounts receivable balance was ¥166,133 million, net of allowance for doubtful accounts, as of March 31, 2008.


The following table shows the provision for doubtful accounts, net of reversal.

    Year ended March 31
    2006   2007   2008   2008
    (Yen in millions and U.S. dollars in thousands)
                       
    Provision for doubtful accounts, net of reversal ¥1,164     ¥ 117     ¥ 312     $ 3,114  

Deferred Tax Assets


As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process requires us to estimate our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences resulted in deferred tax assets and liabilities, which were included within our consolidated balance sheet. As of March 31, 2008, we had deferred tax assets in the amount of ¥24,449 million. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in our income statement.


Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We have recorded a valuation allowance of ¥6,455 million as of March 31, 2008, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain net operating losses carried forward for tax purposes incurred by our subsidiaries. Our determination to record valuation allowances is based on a history of unprofitable periods by the subsidiaries and their estimated future profitability. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish an additional valuation allowance which could have an adverse effect on our financial position and results of operations.


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Impairment of Long-lived Assets


Long-lived assets consist primarily of property, plant and equipment, comprising approximately 30% of our total assets as of March 31, 2008, and other intangible assets. We carefully monitor the appropriateness of the estimated useful lives of these assets. Since the fiscal year ended March 31, 2003, the first year we adopted impairment of long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable, we have reviewed the respective assets for impairment. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows. We review idle assets for possible impairment based on their condition or based on the probability of future use. Changes in technology, market demand, our planned product mix, or in our intended use of these assets, may cause the estimated period of use or the value of these assets to change. In addition, changes in general industry conditions such as increased competition could cause the value of a certain amount of these assets to change. Estimates and assumptions used in both estimating the useful life and evaluating potential impairment issues require a significant amount of judgment. As such, our judgment as to the recoverability of capitalized amounts and the amount of any impairment will be significantly impacted by such factors.


Acquisitions


In recent years, we have made a number of significant business acquisitions, which have been accounted for using the purchase method of accounting. The purchase method requires that the net assets, tangible and identifiable intangible assets less liabilities of the acquired company be recorded at fair value, with the difference between the cost of an acquired company and the fair value of the acquired net assets recorded as goodwill. Application of the purchase method requires our management to make complex judgments about the allocation of the purchase price to that of the fair value of the net assets we acquire and estimation of the related useful lives. The determinations of fair value of assets and liabilities are primarily based on factors such as cash flow analysis and quoted market prices among others. We also obtained independent appraisers’ reports.


Valuation of Goodwill


We assess the impairment of acquired goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important which could trigger an impairment review include the following:


significant underperformance relative to expected historical or projected future operating results;

significant changes in the manner of our use of the acquired assets or the strategy for our overall business;

significant negative industry or economic trends;

significant decline in the stock price of the acquired entity for a sustained period; and

market capitalization of the acquired entity relative to its net book value.

When we determine that the carrying value of goodwill and other intangibles may not be recoverable, based upon the existence of one or more of the above indicators of impairment, we measure any impairment based on a projected discounted cash flow determined by our management to be commensurate with the risk inherent in our current business model. Changes in the projected discounted cash flow could negatively affect the valuations. Goodwill amounted to ¥71,223 million as of March 31, 2008.


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Pension Plans


We account for our defined benefit pension plans based on actuarial valuations. For periodic pension calculation, we are required to assume some components, which include expected return on plan assets, discount rate, rate of increase in compensation levels and average remaining years of service. We use long-term historical actual return information and estimated future long-term investment returns by reference to external sources to develop our expected rate of return on plan assets. The discount rate is assumed based on the rates available on high-quality fixed-income debt instruments (rated AA by a recognized rating agency) for which the timing and amount of cash inflows approximates the estimated outflows of the defined benefit plan. We assume a rate of increase in compensation levels and average remaining years of service based on our historical data. Changes in these assumptions will have an impact on our net periodic pensi on cost.


The following table shows the sensitivity to a change in discount rates and the expected rate of return on plan assets, holding all other assumptions constant.


  Yen in millions
  Effect on pre-tax income   Effect on PBO
  For the year ended March 31, 2009   As of March 31, 2008
  Discount rates          
    0.5% decrease ¥ (35 )   ¥ 1,685  
    0.5% increase 9     (1,223 )
  Expected rate of return on plan assets          
    0.5% decrease ¥ (43 )      
    0.5% increase 43        

Income Taxes


We adopted FASB Interpretation No.48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No.109,” on April 1, 2007. We consider many factors when evaluating and estimating income tax uncertainties. These factors include an evaluation of the technical merits of the tax positions as well as the amounts and probabilities of the outcomes that could be realized upon settlement. The actual resolutions of those uncertainties will inevitably differ from those estimates, and such differences may be material to the financial statements.


Revenue recognition -


We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assumed. For small precision motors, mid-size motors and electronic and optical components, these criteria are generally met at the time a product is delivered to the customers’ site which is the time the customer has taken title to the product and the risk and rewards of ownership have been substantively transferred. These conditions are met at the time of delivery to customers in domestic sales (FOB destination) and at the time of shipment for export sales (FOB shipping point). Revenue for machinery sales is recognized upon receipt of final customer acceptance. At the time the related revenue is recognized, we make provisions for estimated product returns.


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B. Liquidity and Capital Resources.


Our principal needs for cash are:

• payments for the purchase of parts and raw materials;

• payments for the purchase of equipment for our production facilities;

• selling, general and administrative expenses such as research and development expenses;

• payments for the purchase of shares of companies targeted under our acquisitions strategy;

• employees’ salaries, wages and other payroll costs;

• repayment of short-term debt;

• payments of dividends to our shareholders; and

• taxes.


We fund our growth primarily with funds generated from operations, proceeds from issuances of new shares, unsecured bonds, including convertible bonds, and borrowings from banks. We believe that these funding sources, as well as future sources of external funding, will be sufficient to meet our capital requirements for the current fiscal year. The uses of funds raised are capital expenditures, investment in and financing of affiliated companies and repayment of borrowings from banks. We intend to implement additional funding programs as the need arises to further strengthen our capital base, and thus enhance the balance between borrowings and equity capital. Part of the funds raised are reserved and utilized for potential mergers and acquisitions.


We actively seek to implement group financing strategies within the Nidec Group in order to improve our cash efficiencies on a consolidated basis and reduce capital costs. We prepared a “cash management system” during the fiscal year ended March 31, 2006 and introduced it in April 2006. Our subsidiaries actively repay loans with higher interest rates from banks and we extend loans with lower interest rates to these subsidiaries. We work to reduce finance costs on a consolidated basis by thoroughly reviewing and managing the group’s financing costs and allocating surplus cash effectively within the group through balancing cash flows and investment activities including mergers and acquisitions.


Total assets increased ¥9,091 million from ¥662,623 million to ¥671,714 million as of March 31, 2008. Excluding the contribution from newly consolidated companies, total assets decreased ¥14,521 million from ¥662,623 million as of March 31, 2007 to ¥648,102 million as of March 31, 2008. Cash and cash equivalents increased ¥12,025 million, as mentioned under “Cash Flows” below. Property, plant and equipment decreased ¥8,413 million due primarily to a decrease in foreign currency effects which offset an increase by newly consolidated companies. Inventories increased ¥5,510 million due primarily to the newly consolidated subsidiaries, such as Japan Servo Co., Ltd. Marketable securities and other securities investment decreased ¥6,532 million due primarily to a decrease of net unrealized gains compared to the previous fiscal year as of March 31, 2007. The decreases in the va lue of marketable securities derived mainly from a sharp decline in the domestic stock market as compared to the previous fiscal year.


Total liabilities decreased ¥7,210 million from ¥291,154 million to ¥283,944 million as of March 31, 2008. Excluding the contribution from newly consolidated companies, total liabilities decreased ¥17,387 million from ¥291,154 million as of March 31, 2007 to ¥273,767 million as of March 31, 2008.This was mainly due to a decrease of short-term borrowings of ¥9,994 million due to repayment.


Working capital, defined as current assets less current liabilities, increased ¥606 million from ¥103,293 million to ¥103,899 million as of March 31, 2008 as compared to March 31, 2007.


Our receivable turnover ratio is calculated by dividing net sales for the fiscal year by the fiscal year-end trade notes and accounts receivable balance. Our receivable turnover ratio was 4.5 for the year ended March 31, 2008, which was compared to 3.8 for the year ended March 31, 2007. The inventory turnover ratio is calculated by dividing cost of products sold for the year ended March 31 by the year-end inventory balance. Our inventory turnover ratio was 8.4 for the year ended March 31, 2008, compared to 7.6 for the year ended March 31, 2007. We have been trying to reduce production levels to enable us to reduce our excess inventory levels and avoid write-offs.


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Total shareholder’s equity increased ¥14,568 million from ¥305,016 million as of March 31, 2007 to ¥319,584 million as of March 31, 2008. This increase was mainly due to an increase in retained earnings of ¥32,927 million more than a decrease in foreign currency translation adjustments of ¥17,107 million. The decrease in foreign currency translation adjustments was due to the depreciation of the yen to the Thai baht. The ratio of stockholders’ equity to total assets increased 1.6% from 46.0% as of March 31, 2007 to 47.6% as of March 31, 2008.


We believe that cash generated from operating activities is sufficient to meet the operating needs in the next year.


Cash Flows


Net cash provided by operating activities increased ¥30,093 million from ¥64,723 million for the year ended March 31, 2007 to ¥94,816 million for the year ended March 31, 2008. The increase was primarily due to improved working capital efficiency and operating profit. This was mainly due to the cash inflows from the following components which constitutes operating cash flows.


• ¥6,337 million of positive impact from an increase in depreciation compared to previous fiscal year;

• ¥7,937 million of positive impact from an increase in  foreign currency adjustments compared to previous fiscal year; and

• ¥7,140 million of positive impact from changes in operating assets and liabilities compared to previous fiscal year.



Net cash provided by operating activities increased ¥8,791 million from ¥55,932 million for the year ended March 31, 2006 to ¥64,723 million for the year ended March 31, 2007. The increase was primarily due to improved working capital efficiency and operating profit.


Cash flow from changes in operating assets and liabilities increased by ¥1,177 million for the fiscal year ended March 31, 2007 compared to the previous fiscal year due primarily to the positive impact from a decrease in inventories in the fiscal year ended March 31, 2007, while there had been a large increase in inventories in the previous fiscal year and the positive impact from an increase in accrued income taxes, there was a negative impact from a decrease in notes and accounts payable in the fiscal year ended March 31, 2007.


In addition, cash flow from the adjustments to reconcile net income to net cash provided by operating activities increased by ¥11,594 million due mainly to;

• ¥4,605 million of positive impact from foreign currency adjustments compared to the previous fiscal year;

• ¥2,926 million of positive impact from a decrease in gain from marketable securities, net compared to the previous fiscal year; and

• ¥3,712 million of positive impact from an increase in depreciation compared to the previous fiscal year.


Net cash used in investing activities decreased ¥35,211 million from ¥78,935 million for the year ended March 31, 2007 to ¥43,724 million for the year ended March 31, 2008. This was mainly due to the decreases in acquisitions of consolidated subsidiaries, payments for additional investments in subsidiaries and additions to property, plant and equipment.


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Net cash used in investing activities increased ¥34,960 million from ¥43,975 million for the year ended March 31, 2006 to ¥78,935 million for the year ended March 31, 2007. This mainly resulted from an increase in acquisition of consolidated subsidiaries, net of cash acquired of ¥25,322 million and an increase in payments for additional investments in subsidiaries of ¥11,305 million.


Net cash used in financing activities was ¥27,280 million for the year ended March 31, 2008 while net cash provided by financial activities was ¥8,943 for the year ended March 31, 2007. The increased cash outflows in financial activities were mainly due to a decrease in short-term borrowings of ¥37,772 million and an increase in the payment for dividends of ¥1,456 million.


Net cash provided by financing activities increased ¥3,599 million from ¥5,344 million for the year ended March 31, 2006 to ¥8,943 million for the year ended March 31, 2007. This was mainly because short-term borrowings increased more than other payments such as repayments of long-term debt and dividends paid in the year ended March 31, 2007.


As a result of the foregoing factors and the effect of exchange rate changes, our total outstanding balance of cash and cash equivalents increased ¥12,025 million from ¥88,784 million as of March 31, 2007 to ¥100,809 million as of March 31, 2008.



C. Research and Development, Patents and Licenses, etc.


An important requirement for success in the highly competitive markets in which we operate is the ability to supply products that incorporate cutting-edge technology and quality. Given that competition has been intensifying, one of the major aims of our research and development activities in recent years has been to reduce the cost of designing without affecting the quality of our products.


As of March 31, 2008, we employed approximately 2,311 people engaged in research and development activities mainly in Japan as well as in China, Thailand, Singapore, Taiwan, Germany, Poland, Spain, France and U.S.A.


Our position as the leading supplier of hard disk drive spindle motors to the major hard disk drive manufacturers provides us with access to information regarding the industry needs, which we seek to incorporate into our research and development activities. We seek to proactively develop products that meet the precise needs of each customer.


Based on the precision engineering expertise gained throughout our history of making motors, we have concentrated our research and development activities on drive motor technologies; However, we conduct research in many areas, including basic technologies of spindle motors to be used in information equipment, and technologies for new types of motors such as fluid dynamic bearing technology, which we have been developing for over the past 15 years.


We are diversifying our research and development activities, which were heavily concentrated on small motor technology in the field of spindle motors, to motor and drive technologies. For example, through Nidec Shibaura Corporation and Nidec Tosok Corporation, we focus on the research and development of motors for home electric appliances and motors for automobile parts. Through Nidec-Shimpo Corporation, our subsidiary specializing in power transmission drives and variable speed drives, we have been focusing on the research and development of geared motors for color copiers. By doing so, we have been able to develop and market new products through our integrated sales design and production system.


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In January and February 2004, Nidec Copal, Nidec Copal Electronics and Nidec Sankyo became our consolidated subsidiaries. Nidec Copal has a substantial market share in shutters for digital cameras and has been developing shutters and lens units. It has developed vibration motors for mobile phones and laboratory systems equipment, among other industrial equipment-related products. Nidec Copal Electronics has developed ultra-precision fixed resistors for its circuit parts business and coreless type polygon laser scanners for its actuator business. It has also promoted the development of sensors for its pressure sensor business, mainly for the semiconductor equipment industry. Nidec Sankyo has developed intelligent mechanism products, which have merged fine mechatronics and software, coupled with the development of ultra-precision processing technology. These activities include research and development of multimedia equipment and in formation accessory equipment such as computers, industrial equipment, home electronics and housing equipment.


In April 2005, we opened Motor Engineering Research Laboratory in our Tokyo Office. Motor Engineering Research Laboratory develops basic research for various types of motors and aims to establish the foundation of motor technology going forward for our motor-related business.



Recently, our principal research and development activities have included the following:


the development and improvement of basic motor characteristics. For example, in order to achieve a higher transfer rate of memory written on hard disks, higher rotation speeds are required of spindle motors. As a result, spindle motors which were formerly required to generate 5,400 rotations per minute are now required to generate 7,200 to 15,000 rotations per minute. These higher speeds can, however, produce more vibration. Such vibration, as well as the higher density of disks, can disrupt the read-write function of hard disk drives. Accordingly, rotation precision has become more important, and we are conducting research and development with a view to improving such precision;

the improvement of analysis and material technologies, including (1) improving technologies for investigating the impact of spindle motors on hard disks, (2) improving the cleanliness of materials and of manufacturing technology and (3) research into the development of uses of new materials for spindle motors;

the development and improvement of spindle motors for DVDs;

the development and improvement of DC fan motors with a high airflow capacity that helps disperse heat inside end products such as computers, game machines and audio-visual equipments;

the development and improvement of optical components including shutters and lens unit for digital cameras and lens products for blue-ray, vibration motors, stepping motors, dye sublimation printer, printer for IC cards and geared motors by Nidec Copal;

the development and improvement of actuator, pressure sensors and RF (“radiofrequency”) components by Nidec Copal Electronics;

the development and improvement of LCD panel handling robots for large LCD, micro lens actuator units for mobile phone and card readers by Nidec Sankyo; and

the development and improvement of compact motors in automobiles for comfort and safety, such as seat adjuster, sunroof closure, windows closure, engine cooling, ABS etc by Nidec Motors and Actuators.


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The core of our research and development activities is our Central Technical Laboratory, located at our headquarters in Kyoto. In addition to basic and applied research, the Central Technical Laboratory supports the development of products that incorporate the latest technology. Market requirements are becoming more demanding. To respond in a reliable and timely matter to these requirements we have established research and development bases in various countries and regions. Nidec operate technical centers most notably in Kyoto, and also in Tokyo, Shiga, Nagano and Tottori Prefectures in Japan. These operations carry out research and development relating not only to the development of new products, but also to improve the quality of and production technology for existing products.


Utilizing state-of-the-art testing, inspection and measurement equipment, we are increasing our understanding and use of various basic technologies, not only precision motor machining technology, but also in fields such as mechanical and materials engineering and applied chemistry. Accurate and prompt inspection, analysis and measurement performed using state-of-the-art equipment are an integral element of our product and process development. The manufacture of precision motors requires high precision, measurement and analysis at the level of hundredths of a micron. Each material must be analyzed at the molecular level in order to prevent contamination, dust and gases, which are generated by adhesives and other materials and which can infiltrate minute gaps between the disk surface and the head. Using the latest equipment, our Research and Development Department conducts rigorous inspection, measurement and analysis, and utilizes the results to improve product design and process capabilities.


Similarly, we respond to challenges such as noise reduction, using advanced equipment and our own methods. Today, noise reduction is a significant issue in the computer and consumer electronics fields. In order to address this issue, we have constructed acoustic test rooms, consisting of reverberation and sound anechoic chambers which conform to international standards, where we conduct tests, measurement and analysis.


In addition to its motor business, Nidec Copal operates technology development centers in Itabashi, Tokyo and Koriyama, Fukushima Prefecture. Nidec Copal Electronics has technology development centers in Tajiri, Miyagi Prefecture and Sano, Tochigi Prefecture. Nidec Sankyo operates its technology development centers in Shimosuwa, Komagane and Chino in Nagano Prefecture and Itabashi, Tokyo.


We incurred research and development expenses of ¥29,232 million for the year ended March 31, 2006, ¥32,755 million for the year ended March 31, 2007 and ¥30,100 million for the year ended March 31, 2008.


Much of our research and development is conducted by our domestic subsidiaries, which we then reimburse for costs incurred. We also cooperate with our affiliates to conduct significant research and development. We anticipate spending approximately ¥35,000 million on research and development in the year ending March 31, 2009. We believe that our research and development expenses are sufficient for sustaining our competitiveness in the motor industry and other industries.



D. Trend Information.


The information required by this item is set forth in Item 4.B of this annual report.



E. Off-Balance Sheet Arrangements.


We have guaranteed approximately ¥293 million ($2,924 thousand) of bank loans for employees for their housing costs. If an employee defaults on his/her loan payments, we are required to perform under such guarantees. The undiscounted maximum amount of our obligation to make future payments in the event of defaults is approximately ¥293 million ($2,924 thousand). The current carrying amount of the liabilities for our obligations under the guarantees is zero.


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F. Tabular Disclosure of Contractual Obligations.


The following tables represent our contractual obligations and other commercial commitments as of March 31, 2008.

    (Yen in millions)
Contractual Obligations   Payments Due by Period
Total   Less than
1 year
  2-3 years   4-5 years   After 5 years
Long-term Debt   ¥ 27,399     ¥ 27,124     ¥ 57     ¥ 68     ¥ 150    
Capital Lease Obligations   5,227     2,072     2,583     551     21    
Interest on debt *1   298     135     141     15     7    
Operating Leases   4,782     871     1,422     1,158     1,331    
Purchase Commitments for fixed aseets   8,389     8,389     -     -     -    
   
 
 
 
 
Total Contractual Cash Obligations   46,095     38,591     ¥ 4,203     ¥ 1,792     ¥ 1,509    
Contribution under pension plans *2   ¥ 2,289     ¥ 2,289     -     -     -    
   
 
 
 
 
                       
Other Commercial
Commitments
  Total
Amounts
Committed
  Amount of Commitment Expiration per Period
  Less than
1 year
  2-3 years   4-5 years   Over 5 years
Guarantees   ¥ 293     ¥ 46     ¥ 39     ¥ 38     ¥ 170  
Total Commercial Commitments
  ¥ 293  
  ¥ 46  
  ¥ 39  
  ¥ 38  
  ¥ 170  
                       
                        
    (U.S. dollars in thousands)
Contractual Obligations   Payments Due by Period
Total   Less than
1 year
  2-3 years   4-5 years   After 5 years
Long-term Debt   $ 273,470     $ 270,725     $ 569     $ 679     $ 1,497    
Capital Lease Obligations   52,171     20,681     25,781     5,499     210    
Interests on debt *1   2,974     1,347     1,407     150     70    
Operating Leases   47,729     8,693     14,193     11,558     13,285    
Purchase Commitments for fixed aseets   83,731     83,731     -     -     -    
   
 
 
 
 
Total Contractual Cash Obligations   460,075     385,177     $ 41,950     $ 17,886     $ 15,062    
Contribution under pension plans *2   $ 22,847     $ 22,847     -     -     -    
   
 
 
 
 
                       
Other Commercial
Commitments
  Total
Amounts
Committed
  Amount of Commitment Expiration per Period
  Less than
1 year
  2-3 years   4-5 years   Over 5 years
Guarantees   $ 2,924     $ 459     $ 389     $ 379     $ 1,697  
Total Commercial Commitments
  $ 2,924  
  $ 459  
  $ 389  
  $ 379  
  $ 1,697  

*1 Interests at variable interest rates are assumed based on the current applicable rate of 2.0%.

*2 Amounts are only available for payments due in less than one year.


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Our capital commitments as of March 31, 2008 principally consisted of commitments to purchase property, plant and equipment. Commitments outstanding for the purchase of property, plant and equipment and other assets increased from approximately ¥3,317 million on March 31, 2007 to approximately ¥8,389 million on March 31, 2008, and increased from approximately ¥1,630 million on March 31, 2006 to approximately ¥3,317 million on March 31, 2007, respectively. The increase for the year ended March 31, 2008 was due mainly to the expantion of the Nagano Technical Center, one of Nidec’s Japan-based R&D facilities, and JSRV, new consolidated subsidiary in April 2008. The increase for the year ended March 31, 2007 was due mainly to an increase in investments in facilities equipment compared to the previous year. See Note 24 to our consolidated financial statements included in this annual report. We expect to make capital expenditures in addition to those for which we have outstanding commitments.


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Item 6. Directors, Senior Management and Employees.


A. Directors and Senior Management.


Directors, Executive Officers and Corporate Auditors


The following table provides information about our Directors, Executive Officers and Corporate Auditors as of the date of this annual report:


Name

 

Position

 

Date of birth

 

Month in which current term expires

 

Number of  Nidec shares owned as of March 31, 2008

 

Percentage of common stock outstanding as of March 31, 2008

               

(in thousands)

   

Shigenobu Nagamori

 

Representative Director,

President and Chief Executive Officer

 

August 28, 1944

 

June 2009

 

23,423

 

16.1%

Hiroshi Kobe

 

Representative Director,

Executive Vice President and Chief Operating Officer

 

March 28, 1949

 

June 2009

 

235

 

*

Yasunobu Toriyama

 

Member of the Board,

Executive Vice President and Chief Financial Officer

 

September 18, 1938

 

June 2009

 

15

 

*

Kenji Sawamura

 

Member of the Board,

Executive Vice President

 

February 15, 1942

 

June 2009

 

8

 

*

Juntaro Fujii

 

Member of the Board,

Executive Vice President

 

February 20, 1945

 

June 2009

 

2

 

*

Yasuo Hamaguchi

 

Member of the Board,

First Senior Vice President

 

September 27, 1949

 

June 2009

 

275

 

*

Tadaaki Hamada

 

Member of the Board,  Senior Vice President

 

August 14, 1948

 

June 2009

 

1

 

*

Tetsuo Inoue

 

Member of the Board, Vice President

 

June 22, 1948

 

June 2009

 

6

 

*

Masuo Yoshimatsu

 

Member of the Board, Vice President

 

April 28, 1958

 

June 2009

 

3

 

*

Hideo Asahina

 

Corporate Auditor

 

March 28, 1938

 

June 2011

 

1

 

*

Ryoji Takahashi

 

Corporate Auditor

 

April 22, 1941

 

June 2011

 

13

 

*

Shiro Kuniya

 

Corporate Auditor

 

February 22, 1957

 

June 2010

 

-

 

*

Yoshiro Kitano

 

Corporate Auditor

 

September 30, 1935

 

June 2010

 

-

 

*

Susumu Ono

 

Corporate Auditor

 

November 12, 1948

 

June 2011

 

-

 

*


Note: The asterisk represents beneficial ownership of less than 1%.


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Shigenobu Nagamori, who founded Nidec Corporation in July 1973, has since been serving as the Company’s Representative Director, President & Chief Executive Officer (CEO). Mr. Nagamori, investing his capitals in many companies, is currently serving as Representative Director and Chairman of Nidec Sankyo Corporation, Member of the Board and Chairman of Nidec Copal Corporation, Nidec Tosok Corporation, Nidec Copal Electronics Corporation, Japan Servo Co., Ltd. and Nidec-Read Corporation, and Representative Director and Chairman of Nidec-Shimpo Corporation, Nidec-Kyori Corporation, Nidec Logistics Corporation, and Nidec Machinery Corporation, Representative Director and Chairman of Nidec System Engineering (Zhejiang) Corporation, and Representative Director and Chairman of Nidec Nissin Corporation.

Hiroshi Kobe has been appointed to serve as Representative Director, Executive Vice President & Chief Operating Officer (COO) as of June 2008.  Mr. Kobe joined Nidec Corporation in July 1973, and became Member of the Board in November 1984, Member of the Board and Managing Director in November 1991, Member of the Board and Senior Managing Director in April 1996, Member of the Board and Vice President in April 2000, COO in April 2005, and Representative Director, Executive Vice President & COO in June 2006.  Mr. Kobe is currently in charge of supervising the Motor Engineering & Research Laboratory, SPM (spindle motor) Quality Control Dept., and Compliance Office, and serving as Representative Director and Chairman of Nidec Korea Corporation and Nidec Total Service Corporation as well.

Yasunobu Toriyama has been appointed to serve as Member of the Board, Executive Vice President, and Chief Financial Officer (CFO) as of June 2008.  Mr. Toriyama, who became Deputy GM of the Accounting Dept. at Koyo Seiko Co., Ltd. (the current JTEKT Corporation) in June 1980, joined Nidec Corporation as Executive Director in April 1991, and became Member of the Board in June 1991, Member of the Board and Executive Vice President in April 2002, and Member of the Board, Executive Vice President & CFO in April 2005, and he is currently in charge of supervising administrative departments, the Risk Management Office, Finance Dept., and Information Systems Dept.

Kenji Sawamura has been appointed to serve as Member of the Board and Executive Vice President as of June 2008.  Mr. Sawamura joined Nidec Corporation as Executive Director in October 1998, and became Member of the Board in June 2000, Senior Managing Director in April 2002, and Member of the Board and Executive Vice President in June 2006, and he is in charge of supervising the ADF business, Shiga Technical Center, Tottori Technical Center, Corporate Purchasing Dept., ADF Quality Control Dept., and Die & Molding Dept., and serving as Member of the Board, Chairman & CEO of Nidec America Corporation, Representative Director, Chairman & CEO of Nidec Electronics GmbH, Representative Director and Chairman of Nidec (Dalian) Limited, Nidec Automobile Motor (Zhejiang) Corporation, and Nidec (Dongguan) Limited, Member of the Board, Chairman & CEO of Nidec Vietnam Corporation, Representative Director and Chairman of Nide c Shibaura Corporation, Member of the Board and Chairman of Nidec Motors & Actuators, Representative Director and Chairman of Nidec Nemicon Corporation and Nidec Power Motor Corporation.  Mr. Sawamura was Managing Director in his previous employment at Nissan Motor Co., Ltd.

Juntaro Fujii, who has been appointed to serve as Member of the Board and Executive Vice President as of  June 2008, joined Nidec Corporation as Executive Consultant in June 2006, and became Member of the Board and Executive Vice President in June 2006.  Mr. Fujii, previously a Member of the Board and President of Mitsubishi UFJ Research & Consulting Co., Ltd., is currently in charge of supervising the Corporate Strategy Office.

Yasuo Hamaguchi, who has been appointed to serve as Member of the Board and First Senior Vice President as of June 2008, joined Nidec Corporation in April 1974, and became Member of the Board in June 1993, Managing Director in June 1998, and Senior Managing Director in April 2002.  Mr. Hamaguchi is currently in charge of supervising the SPM businesses, SPM purchasing departments, and Nidec Brilliant Co., Ltd., and serving as Representative Director and Chairman of Nidec Electronics (Thailand) Co., Ltd. and Nidec (Zhejiang) Corporation, Member of the Board and Chairman of Nidec Singapore Pte. Ltd., and Representative Director and Chairman of Nidec Philippines Corporation.


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Tadaaki Hamada has been appointed to serve as Member of the Board and Senior Vice President as of June 2008. Mr. Hamada, originally from Mitsubishi Bank (currently the Bank of Tokyo-Mitsubishi UFJ, Ltd.) which he joined in April 1971, joined Nidec Corporation as Executive Director in February 2000, and became Member of the Board in June 2004, and Managing Director in April 2005.  Mr. Hamada is currently in charge of supervising the General Affairs Dept., Human Resources Dept., Secretarial Office, Corporate Planning Dept., Intellectual Property Dept., Legal Dept., and Overseas Affiliates Administration Dept., and serving as General Manager of the Corporate Planning Dept.

Tetsuo Inoue, originally from Sumitomo Bank (the current Sumitomo Mitsui Banking Corporation) which he joined in April 1972, has been appointed to serve as Member of the Board and Vice President as of June 2008, joined Nidec Corporation as Executive Director in December 1999, and became Member of the Board in June 2002.  Mr. Inoue is currently in charge of supervising, and serving as General Manager of the Affiliates Administration Dept.

Masuo Yoshimatsu, who has been appointed to serve as Member of the Board and Vice President as of June 2008, joined Nidec Corporation as Executive Consultant in January 2008, and he is currently in charge of supervising the IR Dept., Public Relations & Advertising Dept., Accounting Dept. and CSR Promotion Office.  Mr. Yoshimatsu was Member of the Board and General Manager of Finance and Accounting Division of SS Pharmaceutical Co., Ltd.

Hideo Asahina has been serving as Standing Auditor since June 2003.  He became Director of Kobe Customs, Ministry of Finance in June 1985, and Finance Minister’s Secretariat Councilor for International Finance Bureau in June 1986.  He became Director of Finance Corporation of Local Public Enterprise in October 1988, and President of Osaka Securities Finance Co., Ltd. in June 1991.  He has served as Director General of the Commemorative Association for the Japan World Exposition 1970 since July 1996.

Ryoji Takahashi joined Nidec in March 1994, and was appointed as General Manager of the General Affairs Department in April of the same year.  Mr. Takahashi became General Manager of the Intellectual Property Department in October 1998, General Manager of the Compliance Office and Risk Management Office in May 2003, and Standing Auditor in June 2007.

Shiro Kuniya was enrolled in the Osaka Bar Association and joined Oh-Ebashi Law Office (the current Oh-Ebashi LPC & Partners) in April 1982.  He is a Senior Partner at Oh-Ebashi LPC & Partners.  He has been serving as Nidec Corporation’s Auditor since June 2006.

Yoshiro Kitano became a registered certified public accountant in September 1980 and a licensed tax accountant in December 1990.  He established Yoshiro Kitano Certified Public Accountant Office in January 2001.  He has been serving as Nidec Corporation’s Auditor since June 2006.

Susumu Ono started his career as a prosecutor for the Osaka District Public Prosecutor’s Office in April 1974, and was seconded to the Ministry of Foreign Affairs to serve as First Secretary at the Japanese Embassy in the People’s Republic of China.  Mr. Ono returned to his work as a prosecutor for the Osaka District Public Prosecutor’s Office in April 1988, became Deputy General Manager of the Office’s Criminal Investigations Department in April 1995, and General Manager of the Criminal Investigations Department of the Kyoto District Public Prosecutor’s Office in July 1996, and General Manager of the General Affairs Department of the Osaka District Public Prosecutor’s Office in April 1998.  Mr. Ono became a registered attorney in May 1999, and started serving as Nidec Corporation’s Auditor in June 2007.


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The following table provides information about our Executive Officers as of the date of this annual report.


Name

 

Position

 

Date of birth

 

Month in which current term expires

 

Number of  Nidec shares owned as of March 31, 2008

 

Percentage of common stock outstanding as of March 31, 2008

               

(in thousands)

 


Seizaburo Kawaguchi

 

Senior Vice President

 

October 27, 1953

 

June 2009

 

21

 

*

Norimasa Goto

 

Senior Vice President

 

March 1, 1947

 

June 2009

 

0

 

*

Seiichi Hattori

 

Senior Vice President

 

December 30, 1953

 

June 2009

 

20

 

*

Kiyoyoshi Takegami

 

Senior Vice President

 

December 28, 1954

 

June 2009

 

49

 

*

Takashi Iwata

 

Vice President

 

April 9, 1947

 

June 2009

 

2

 

*

Masahiro Hishida

Vice President

October 23, 1954

June 2009

-

*

Takashi Watanuki

 

Vice President

 

November 19, 1952

 

June 2009

 

0

 

*

Osamu Narumiya

 

Vice President

 

August 6, 1951

 

June 2009

 

0

 

*

Tsuyoshi Takahashi

 

Vice President

 

August 10, 1945

 

June 2009

 

-

 

*

Tadashi Matsumoto

 

Vice President

 

August 11, 1952

 

June 2009

 

-

 

*

Hitoshi Inoue

 

Vice President

 

December 24, 1952

 

June 2009

 

1

 

*

Akira Kagata

 

Vice President

 

March 7, 1943

 

June 2009

 

1

 

*

Genzo Arakawa

 

Vice President

 

June 18, 1949

 

June 2009

 

0

 

*

Toshihiko Miyabe

 

Vice President

 

June 16, 1958

 

June 2009

 

4

 

*

Hitoshi Tatsuno

 

Vice President

 

January 8, 1959

 

June 2009

 

5

 

*

Kuniyasu Tampo

 

Vice President

 

January 21, 1960

 

June 2009

 

8

 

*


Note: The asterisk represents beneficial ownership of less than 1%.


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Seizaburo Kawaguchi

Senior Vice President

(Member of the Board, Chairman & CEO, Nidec Brilliant Co., Ltd.)

Norimasa Goto

Senior Vice President

In charge of supervising DCM (direct current motor) and Fan business

(Representative Director and Chairman, Nidec (New Territories) Co., Ltd.,

Member of the Board and Vice Chairman, Nidec (Dalian) Limited, Nidec (Dongguan) Limited and Nidec Vietnam Corporation)

Seiichi Hattori

Senior Vice President

In charge of supervising sales departments

(Representative Director and Chairman, Nidec (H.K.) Co., Ltd.)

Kiyoyoshi Takegami

Senior Vice President

Assisting SPM business operations,

In charge of supervising SPM Business Development and Technology Dept., and SPM Corporate Strategy Office

Takashi Iwata

Vice President

In charge of supervising Corporate Administration & Internal Audit Dept. and International Business Administration Dept.

General Manager, Corporate Administration & Internal Audit Dept. and International Business Administration Dept.

Masahiro Hishida

Vice President

(Member of the Board and First Senior Vice President, and in charge of supervising sales departments of, Nidec Shibaura Corporation and Nidec Power Motor Corporation.)

Takashi Watanuki

Vice President

In charge of supervising A/B business

(Vice President, Nidec (Dalian) Limited

Member of the Board and Vice Chairman, Nidec Automobile Motor (Zhejiang) Corporation)

Osamu Narumiya

Vice President

In charge of supervising Human Resources Dept. and General Affairs Dept ,Tokyo office

Tsuyoshi Takahashi

Vice President

General Manager, Central Technical Laboratory


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Tadashi Matsumoto

Vice President

(Member of the Board and First Senior Vice President, Nidec-Read Corporation, General Manager, Corporate Strategy Office)

Hitoshi Inoue

Vice President

General Manager, Shiga Technical Center

General Manager, Research & Development Center IV, Shiga Technical Center

Akira Kagata

Vice President

General Manager, Process Engineering Dept, Central Technical Laboratory

Genzo Arakawa

Vice President

(Member of the Board and Senior Vice Presidnet, Japan Servo Co., Ltd.

General Manager, Business Administration Div., and in charge of supervising Corporate Planning Dept.

and Information Systems Dept., Japan Servo Co., Ltd.)

Toshihiko Miyabe

Vice President

(Representative Director and President, Nidec Philippines Corporation)

Hitoshi Tatsuno

Vice President

(Member of the Board and President, Nidec (Dalian) Limited)

Kuniyasu Tampo

Vice President

(Representative Director and President, Nidec Electronics (Thailand) Co., Ltd.)


Our Board of Directors has the ultimate responsibility for the administration of our affairs. Our Articles of Incorporation provide for not more than twenty Directors. Directors are elected at a general meeting of shareholders, and the normal term of office of Directors is one year, although they may serve any number of consecutive terms. The Board of Directors elects one or more Representative Directors, who have the authority individually to represent us. The Board of Directors may also elect one Chairman of the Board of Directors, one President, one or more Executive Vice Presidents, First Senior Vice Presidents, Senior Vice Presidents and Vice Presidents. Shigenobu Nagamori is the Representative Director, President and Chief Executive Officer, Hiroshi Kobe is the Representative Director, Executive Vice President and Chief Operating Officer and Yasunobu Toriyama is the Member of the Board, Executive Vice President and Chief Financial Officer. Our Executive Officers serve at the discretion of the Board of Directors.



Corporate Auditors


Our Articles of Incorporation provide for not more than five Corporate Auditors. Currently, we have five Corporate Auditors: Hideo Asahina, Ryoji Takahashi, Shiro Kuniya, Yoshiro Kitano and Susumu Ono. The Corporate Auditors may not at the same time be directors, officers or employees of us or any of our subsidiaries, and at least one-half of them must be a person who has never been a director, officer or employee of us or any of our subsidiaries at any time prior to their election as a Corporate Auditor. Corporate Auditors are elected at a general meeting of shareholders, and the normal term of office of a Corporate Auditor is four years, although they may serve any number of consecutive terms.


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Two of our Corporate Auditors, Hideo Asahina and Ryoji Takahashi, are full-time Corporate Auditors. Except Ryoji Takahashi, all of our Corporate Auditors are from outside the Nidec group. Our five Corporate Auditors form our Board of Corporate Auditors. Corporate Auditors are under a statutory duty to review the administration of our affairs by the Directors, to examine our financial statements and business reports to be submitted by the Board of Directors to the general meetings of shareholders and to report their opinions thereon to the shareholders. They are required to attend meetings of the Board of Directors and are entitled to express their opinions, but they are not entitled to vote. Corporate Auditors also have a statutory duty to provide their report to the Board of Corporate Auditors, which must submit its auditing report to the Representative Directors. The Board of Corporate Auditors also determines matters relating to the duties of the Corporate Auditors, such as auditors’ policy and methods of investigation of our affairs.


In addition to Corporate Auditors, we must appoint independent certified public accountants, who have the statutory duties of examining the financial statements to be submitted by the Board of Directors to the annual general meetings of shareholders, reporting thereon to the Board of Corporate Auditors and the Representative Directors, and examining the financial statements to be filed with the Minister of Finance of Japan.



B. Compensation.


The aggregate compensation, including bonuses, paid by us to our Directors and Corporate Auditors as a group during the year ended March 31, 2008 was ¥2,671 million. In accordance with customary Japanese business practices, a retiring Director or Corporate Auditor receives a lump-sum retirement payment, which is subject to the approval of the general meeting of shareholders. In the year ended March 31, 2008, retirement payments in the aggregate amount of ¥243 million were made.


We are currently authorized to issue rights to subscribe for or purchase up to 593,400 shares (after an adjustment to reflect the effect of the stock split discussed below) of our common stock to our directors, corporate auditors and employees for no consideration for the purposes of increasing their incentive and motivation to enhance our business performance and to promote shareholder-oriented management. On November 18, 2005, we completed a two-for-one stock split. As a result, the exercise price changed to ¥3,675 per share of common stock.


C. Board Practices.


The information required by this item is set forth in Items 6.A and 6.B of this annual report.


D. Employees.


The information required by this item is set forth in Item 4.B of this annual report.


E. Share Ownership.


The information required by this item is set forth in Item 6.A of this annual report. On May 14, 2003, we issued rights to purchase 296,700 shares of our common stock to directors, corporate auditors and certain employees for no consideration. These rights were exercisable under certain conditions for the period between July 1, 2004 and June 30, 2007 and the exercise price was set at ¥7,350 per share of common stock, subject to certain adjustments.


On November 18, 2005, we completed a two-for-one stock split. As a result, the exercise price changed to ¥3,675 per share of common stock.


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Item 7. Major Shareholders and Related Party Transactions.


A. Major Shareholders.


To our knowledge, as of March 31, 2008, the following persons beneficially owned more than 5% of our outstanding common stock:


Shareholders
  Number of shares of common stock owned (thousands)
  Percentage of
common stock
outstanding

   Shigenobu Nagamori   23,423     16.1 %  
   FMR L.L.C. *1   8,276     5.7  
   JP Morgan Asset Management *2   7,393     5.0  
   Mitsubishi UFJ Financial Group, Inc. *3   7,385     5.0  
   Fidelity Investments Japan *4   7,258     5.0  

__________

Notes:

*1: As of March 31, 2008, and based on the report filed on that date by FMR L.L.C. with the U.S. Securities and Exchange Commission, which disclosed its beneficial ownership of our common stock.


*2: As of March 31, 2008, and based on the report filed on that date by JP Morgan Asset Management  with the Financial Services Agency in Japan, which disclosed its and its affiliates’ beneficial ownership of our common stock.


*3: As of March 31, 2008, and based on the report filed on that date by Mitsubishi UFJ Financial Group, Inc. with the Financial Services Agency in Japan, which disclosed its and its affiliates’ beneficial ownership of our common stock.


*4: As of March 31, 2008, and based on the report filed on that date by Fidelity Investments Japan with the Financial Services Agency in Japan, which disclosed its beneficial ownership of our common stock.



The voting rights of the shareholders described above are identical to those of our other shareholders.


As of March 31, 2008, there were 144,987,492 shares of our common stock outstanding held by 22,977 shareholders of record, including 118 shareholders of record with addresses in the United States who held 18,989,710 shares, representing approximately 13.0% of our outstanding common stock as of that date.


To our knowledge, we are not, directly or indirectly, owned or controlled by any other corporation or by any government or by any other natural or legal persons, severally or jointly. We know of no arrangements the operation of which may at a later time result in a change of control of Nidec.



B. Related Party Transactions.


Since April 1, 2003, except as described below, we have not entered into any material transactions with our directors, officers, corporate auditors or their respective family members or enterprises over which they can exert significant influence.


As of March 31, 2008, President Nagamori held of record 8.2% and S. N Kohsan, a business entity indirectly owned by him, held of record 6.1% of our outstanding shares. President Nagamori’s immediate family held an additional 1.8% of our outstanding shares as of the same date.


We have entered into various manufacturing, sales and purchase arrangements with our affiliates, most of which involve the production of components or products that we sell.


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C. Interests of Experts and Counsel.


Not applicable.



Item 8. Financial Information.


A. Consolidated Statements and Other Financial Information.


Financial Statements


The information required by this item is set forth in our consolidated financial statements included in this annual report.


Legal or Arbitration Proceedings


The information on legal or arbitration proceedings required by this item is set forth in Item 4.B. of this annual report.


Dividend Policy


We normally pay cash dividends twice per year. Our Board of Directors resolves the dividend to be paid following the end of each fiscal year. We pay the dividend to holders of record as of the immediately preceding March 31. In addition to these year-end dividends, we normally pay interim dividends in the form of cash distributions from our retained earnings to our shareholders also of record as of September 30 in each year by resolution of our Board of Directors. We normally pay the interim dividend in December and the year-end dividend in June.


The following table sets forth the year-end and interim dividends paid to holders of record of our common stock for each of the record dates shown. Yen per share dividend amounts are translated solely for your convenience into U.S. dollars at the noon buying rate for Japanese yen announced by the Federal Reserve Bank of New York on the dividend payment date.


Record date
  Dividends per share
       Yen
  U.S. dollar
    September 30, 2003   ¥ 7.5   $ 0.069  
    March 31, 2004 **     7.5     0.070  
    September 30, 2004     10.0     0.095  
    March 31, 2005 **     12.5      0.115  
    September 30, 2005     12.5     0.104  
    March 31, 2006 **     20.0        0.173  
    September 30, 2006     20.0       0.172  
    March 31, 2007 **     25.0       0.206  
    September 30, 2007     25.0       0.224  
    March 31, 2008   ¥ 30.0      $ 0.280  

* A two-for-one stock split on the Company’s common stock effective November 18, 2005 was implemented for shareholders of record as of September 30, 2005. Therefore the dividends per share have been accordingly adjusted to reflect the effect of the stock split.

** Our Board of Directors recommended the dividend to be paid the end of each fiscal year. This recommended dividend must then be approved by shareholders at the general meeting of shareholders required to be held in June of each year under the Commercial Code of Japan (in May 2006, the Commercial Code was replaced by the new Company Law).


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It is the present intention of the Board of Directors to continue to pay cash dividends on a semiannual basis and to provide a stable level of dividends to our shareholders. The declaration and payment of dividends are, however, subject to our future earnings, financial condition and other factors, including statutory and other restrictions with respect to the payment of dividends.


Dividends paid to shareholders outside Japan on shares of common stock or ADSs are generally subject to a Japanese withholding tax at the temporary rate of 7% (applicable until March 31, 2009) or standard rate of 15% (applicable on April 1, 2009 and thereafter). Reduced rates for withholding apply to shareholders in some countries which have income tax treaties with Japan. U.S. holders are generally subject to a maximum withholding rate of 10%. If the applicable tax rate under the domestic tax law is lower than that promulgated under the applicable income tax treaty, then the domestic tax rate is still applicable due to the so-called preservation doctrine.



B. Significant Changes.


We are not aware of any significant change in our financial position since March 31, 2008, the date of our last audited financial statements.


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Item 9. The Offer and Listing.


A. Offer and Listing Details.


In Japan, our common stock is listed on the First Section of the Osaka Securities Exchange, Co., Ltd. and the First Section of the Tokyo Stock Exchange, Inc. both of which are reserved for larger, established companies.


The following table sets forth, for the periods indicated, the closing high and low sales prices, as adjusted to reflect the 2-for-1 stock split that took effect on November 18, 2005 but excepting the 4-for-1 ratio change that took effect on January 1, 2004, and the average daily trading volume of our common stock on the Osaka Securities Exchange, and the closing highs and lows of the Nikkei Stock Average:


    Price Per Share   Average Daily
Trading
Volume
  Nikkei Stock Average
    High   Low     High   Low
                (in thousands
of shares)
           
Year ended March 31,                              
2004   ¥ 5,700     ¥ 2,800     361     ¥ 11,770.65     ¥ 7,607.88  
2005   6,675     4,795     452     12,163.89     10,505.05  
2006   10,930     5,735     612     17,059.66     10,825.39  
2007   9,660     7,030     560     18,215.35     14,218.60  
     First Quarter   9,660     7,500     617     17,563.37     14,218.60  
     Second Quarter   8,910     7,030     502     16,385.96     14,437.24  
     Third Quarter   9,400     8,140     480     17,225.83     15,725.94  
     Fourth Quarter   9,230     7,200     644     18,215.35     16,642.25  
2008   8,730      6,080      784      18,261.98      11,787.51  
     First Quarter   7,860     6,890     658     18,240.30     17,028.41  
     Second Quarter   8,220     6,730     869     18,261.98     15,273.68  
     Third Quarter   8,730     7,380     700     17,458.98     14,837.66  
     Fourth Quarter   8,020     6,080     916     14,691.41     11,787.51  
2009                              
     First Quarter   8,260     6,280     769     14,489.44     12,656.42  
Calendar period                              
     March 2008   7,040     6,120     844     13,215.42     11,787.51  
     April 2008   7,830     6,280     935     13,894.37     12,656.42  
     May 2008   8,200     7,410     663     14,338.54     13,655.34  
     June 2008   8,260     7,070     705     14,489.44     13,481.38  
     July 2008   7,770     6,780     783     13,603.31     12,754.56  
     August 2008   ¥ 7,920     ¥ 7,080     569     ¥ 13,430.91     ¥ 12,666.04  

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 The following table sets forth, for the periods indicated, the closing high and low sales price in U.S. dollars as adjusted to reflect the 2-for-1 stock split that took effect on November 18, 2005, and the average trading volume of our ADSs on the New York Stock Exchange:


    Price Per ADS   Average Daily
Trading
Volume
  Dow Jones
Industrial Average
    High   Low     High   Low  
                (in ADSs)            
Year ended March 31,                                  
2004   $ 13.31     $ 5.88      9,032      10,737.70      8,069.86  
2005   16.20     11.05      10,802      10,940.55      9,749.99  
2006   23.32     13.01      22,038      11,317.43      10,012.36  
2007    20.82      16.73      24,161      12,786.64      10,706.14  
     First Quarter   20.82     16.73     23,667     11,642.65     10,706.14  
     Second Quarter   18.99     15.28     18,237     11,718.45     10,739.35  
     Third Quarter   20.00     17.39     24,525     12,510.57     11,670.35  
     Fourth Quarter   19.47     15.39     30,415     12,786.64     12,050.41  
2008    19.73      14.11      29,366      14,164.53      11,740.15  
     First Quarter   16.53     14.25     22,054     13,676.32     12,382.30  
     Second Quarter   17.85     14.11     36,392     14,000.41     12,845.78  
     Third Quarter   19.73     16.87     20,114     14,164.53     12,743.44  
     Fourth Quarter   18.30     14.80     39,367     13,056.72     11,740.15  
2009                              
     First Quarter   19.47     16.12     20,969     13,058.20     11,346.51  
Calendar period                              
     March 2008   16.70     15.20     29,220     12,548.64     11,740.15  
     April 2008   18.97     16.12     23,909     12,891.86     12,302.06  
     May 2008   19.39     18.01     19,495     13,058.20     12,479.63  
     June 2008   19.47     16.63     19,362     12,604.45     11,346.51  
     July 2008   18.13     16.12     18,373     11,632.38     10,962.54  
     August 2008   $ 17.98     $ 16.00     28,976     11,782.35     11,284.15  

* The Ratio of ADS to shares was changed from each ADS representing on share to each ADS representing one-fourth of one share, effective January 1, 2004. Accordingly price per ADS information has been restated for all prior periods presented to reflect this ratio change.




B. Plan of Distribution.


Not applicable.


C. Markets.


See Item 9.A. of this annual report for information on the markets on which our common stock is listed or quoted.


D. Selling Shareholders.


Not applicable.


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E. Dilution.


Not applicable.


F. Expenses of the Issue.


Not applicable.




Item 10. Additional Information.


A. Share Capital.


Not applicable.


B. Memorandum and Articles of Association.


Objects and Purposes in Our Articles of Incorporation


Article 2 of our Articles of Incorporation, which are attached as an exhibit to this annual report, states our objects and purposes.


Provisions Regarding Our Directors


There is no provision in our Articles of Incorporation as to a Director’s power to vote on a proposal in which the Director is materially interested but, under the Company Law of Japan and our Regulations of the Board of Directors, a Director is required to refrain from voting on such matters at meetings of the Board of Directors.


The Company Law provides that compensation for directors is determined at a general meeting of shareholders of a company. Within the upper limit approved by the shareholders’ meeting, the board of directors will determine the amount of compensation for each director. The board of directors may, by its resolution, leave such decision to the discretion of the company’s representative director.


The Company Law requires directors to “perform their duties faithfully on behalf of the company,” thus subjecting directors to a duty of loyalty (chujitsu gimu). This duty is supplemented by other duties such as to avoid self-dealing and competition with the corporation as well as to abide by all laws and regulations, articles of incorporation and resolutions of general meetings of shareholders.


Directors can be held liable for damages caused by their negligence in performing their duties, including any action to violate a law, an ordinance or articles of incorporation. For example, directors can be liable for damages caused by declaring an unlawful dividend or distribution of money or by offering some benefit to a shareholder in exchange for the exercise of that shareholder’s rights as shareholder.


There is no mandatory retirement age for our Directors under the Company Law or our Articles of Incorporation.


There is no requirement concerning the number of shares one individual must hold in order to qualify him or her as a Director either under the Company Law or our Articles of Incorporation.


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Index to Consolidated Financial Statements and Information.

Holding of Our Shares by Foreign Investors


There are no limitations on the rights of non-residents or foreign shareholders to hold or exercise voting rights on our shares imposed by the laws of Japan or our Articles of Incorporation or our other constituent documents.


Rights of Our Shareholders


Set forth below is information relating to our common stock, including brief summaries of the relevant provisions of our Articles of Incorporation and Share Handling Regulations, as currently in effect, and of the Company Law and related legislation.


General


Our authorized share capital is 480,000,000 shares, of which 144,987,492 shares were issued and outstanding as of March 31, 2008. Under the Company Law, shares must be registered and are transferable by delivery of share certificates. In order to assert shareholders’ rights against us, a shareholder must have its name and address registered on our register of shareholders in accordance with our Share Handling Regulations. The registered beneficial holder of deposited shares underlying the ADSs is the depositary for the ADSs. Accordingly, holders of ADSs will not be able to directly assert shareholders’ rights such as the right to bring a derivative action, examine our accounting books and records or exercise appraisal rights.


A holder of shares may choose, at its discretion, to participate in the central clearing system for share certificates under the Law Concerning Central Clearing of Share Certificates and Other Securities of Japan. Participating shareholders must deposit certificates representing all of the shares to be included in this clearing system with the Japan Securities Depository Center. If a holder is not a participating institution in the Securities Center, it must participate through a participating institution, such as a securities company or bank having a clearing account with the Securities Center. All shares deposited with the Securities Center will be registered in the name of the Securities Center on our register of shareholders. Each participating shareholder will in turn be registered on our register of beneficial shareholders and be treated in the same way as shareholders registered on our register of shareholders. For the purpo se of transferring deposited shares, delivery of share certificates is not required. Entry of the share transfer in the books maintained by the Securities Center for participating institutions, or in the book maintained by a participating institution for its customers, has the same effect as delivery of share certificates. The registered beneficial owners may exercise the rights attached to the shares, such as voting rights, and will receive dividends (if any) and notices to shareholders directly from us. The shares held by a person as a registered shareholder and those held by the same person as a registered beneficial owner are aggregated for these purposes. Beneficial owners may at any time withdraw their shares from deposit and receive share certificates, subject to the limitations caused by the Japanese unit share system described below.


A new law to establish a new central clearing system for shares of listed companies and to eliminate the issuance and use of certificates for such shares was promulgated in June 2004 and the relevant law will come into effect within five years of the date of promulgation.  On the effective date, currently expected to be January 5, 2009, a new central clearing system will be established and the shares of all Japanese companies listed on any Japanese stock exchange, including our shares, will be subject to the new central clearing system.  On the same day, all existing share certificates for share of all Japanese companies listed on any Japanese stock exchange, including our shares, will become null and void and the transfer of such shares will be effected through entry in the books maintained under the new central clearing system.


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Shareholders’ Rights to Bring Actions Against Directors


The Company Law provides for the Japanese shareholder derivative action mechanism, which allows any shareholder who has held a share for the previous six months to demand that the corporation take action to protect the company and enforce a director’s duties. Derivative actions may be brought to “enforce the liability of directors” which refers to situations including, but not limited to, that where directors engage in self-interested transactions, or violate any law, ordinance or the articles of incorporation. If the board has not instituted an action within sixty days, the plaintiff-shareholder may initiate a lawsuit as a derivative action. The Company Law provides an exception to the sixty day waiting period, however, for cases in which waiting sixty days might cause the company irreparable damage. In such cases, the shareholder may institute the action immediately, but after having brought the action must notify the company without delay. So, for example, if a company might suffer irreparable damage from an illegal act of a director, a shareholder who has owned a share (in our case, under our Articles of Incorporation, excluding a holder of shares representing less than one unit under the unit share system described below) continuously for the previous six months may seek a provisional injunction prohibiting the director from performing the illegal act.


Distribution of Surplus


General


Under the Company Law, distributions of cash or other assets by joint stock corporations to their shareholders, so called “dividends”, are referred to as “distributions of Surplus” (“Surplus” is defined in “Restriction on Distributions of Surplus” below). We may make distributions of Surplus to the shareholders any number of times per fiscal year, subject to certain limitations described in “Restriction on Distributions of Surplus”. Under the Company Law, distributions of Surplus are required to be authorized by a resolution of a general meeting of shareholders unless the board of directors is so authorized under the articles of incorporation.  Our Articles of Incorporation provide that the Board of Directors has the authority to decide to make distribution of Surplus except for limited exceptions as provided by the Company Law, since we have satisfied the following requirement s:


(a)

the normal term of office of our Directors terminates on or prior to the date of conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within the period of one year from the election of the Directors; and


(b)

our non-consolidated annual financial statements and certain documents for the last fiscal year present fairly our assets and profit or loss, as required by the ordinances of the Ministry of Justice.



Under our Articles of Incorporation, year-end dividends and interim dividends, if any, may be distributed to shareholders (or pledgees) appearing in the register of shareholders as of March 31 and September 30 of each year, respectively, pursuant to a resolution of our Board of Directors. In addition, as stated above, under the Company Law and our Articles of Incorporation, we may make further distributions of Surplus by resolution of our Board of Directors. Under our Articles of Incorporation, we are not obliged to pay any dividends in the form of cash that are left unclaimed for a period of three years after the date on which they first became payable.


Distributions of Surplus may be distributed in cash or in kind in proportion to the number of shares held by each shareholder. A resolution of our Board of Directors authorizing a distribution of Surplus must specify the kind and aggregate book value of the assets to be distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a distribution of Surplus is to be made in kind, we may, pursuant to a resolution of our Board of Directors, grant a right to our shareholders to require us to make such distribution in cash instead of in kind. If no such right is granted to shareholders, the relevant distribution of Surplus must be approved by a special resolution of a general meeting of shareholders.


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Restriction on Distributions of Surplus


When we make a distribution of Surplus, we must, until the aggregate amount of our additional paid-in capital and legal reserve reaches one-quarter of our stated capital, set aside in our additional paid-in capital and/or legal reserve an amount equal to one-tenth of the amount of Surplus so distributed.


The amount of Surplus at any given time shall be calculated in accordance with the following formula:


A + B + C + D – (E + F + G)

In the above formula:


“A” = the total amount of ‘other capital surplus’ and ‘other retained earnings’, each such amount being that appearing on our non-consolidated balance sheet as of the end of the last fiscal year;


“B” = (if we have disposed of our treasury stock after the end of the last fiscal year) the amount of the consideration for such treasury stock received by us less the book value thereof;


“C” = (if we have reduced our stated capital after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to additional paid-in capital or legal reserve (if any);


“D” = (if we have reduced our additional paid-in capital or legal reserve after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to stated capital (if any);


“E” = (if we have cancelled our treasury stock after the end of the last fiscal year) the book value of such treasury stock;


“F” = (if we have distributed Surplus to our shareholders after the end of the last fiscal year) the total book value of the Surplus so distributed;


“G” = certain other amounts set forth in the ordinances of the Ministry of Justice, including (if we have reduced Surplus and increased our stated capital, additional paid-in capital or legal reserve after the end of the last fiscal year) the amount of such reduction and (if we have distributed Surplus to our shareholders after the end of the last fiscal year) the amount set aside in our additional paid-in capital or legal reserve (if any) as required by the ordinances of the Ministry of Justice.


The aggregate book value of Surplus distributed by us may not exceed a prescribed distributable amount (the “Distributable Amount”), as calculated on the effective date of such distribution. The Distributable Amount at any given time shall be equal to the amount of Surplus less the aggregate of the followings:


(a)

the book value of our treasury stock;


(b)

the amount of consideration for our treasury stock disposed of by us after the end of the last fiscal year; and


(c)

certain other amounts set forth in the ordinances of the Ministry of Justice, including (if the sum of one-half of good will and the deferred assets exceeds the total of stated capital, additional paid-in capital and legal reserve, each such amount being that appearing on our non-consolidated balance sheet as of the end of the last fiscal year) all or certain part of such exceeding amount as calculated in accordance with the ordinances of the Ministry of Justice.


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If we have become at our option a company with respect to which consolidated balance sheets should also be taken into consideration in the calculation of the Distributable Amount (renketsu haito kisei tekiyo kaisha), it will be required to further deduct from the amount of Surplus the excess amount, if any, of (x) the total amount of shareholders’ equity appearing on our non-consolidated balance sheet as of the end of the last fiscal year and certain other amounts set forth in the ordinances of the Ministry of Justice over (y) the total amount of shareholders’ equity and certain other amounts set forth in the ordinances of the Ministry of Justice appearing on our consolidated balance sheet as of the end of the last fiscal year.


If we have prepared interim financial statements as described below, and if such interim financial statements have been approved by the Board of Directors or (if so required by the Company Law) by a general meeting of shareholders, the Distributable Amount must be adjusted to take into account the amount of profit or loss, and the amount of consideration for our treasury stock disposed of by us, during the period in respect of which such interim financial statements have been prepared. We may prepare non-consolidated interim financial statements consisting of a balance sheet as of any date subsequent to the end of the last fiscal year and an income statement for the period from the first day of the current fiscal year to the date of such balance sheet. Interim financial statements so prepared by us must be approved by the Board of Directors and reviewed by our independent auditors, as required by the ordinances of the Ministry of J ustice.


For information as to Japanese taxes on dividends, see “Tax Considerations ― Japanese Taxation.”


Capital and Reserves


When we issue new shares, the entire amount of cash or other assets paid or contributed by subscribers for those new shares is required to be accounted for as stated capital, although we may account for an amount not exceeding one-half of the amount of such cash or assets as additional paid-in capital by resolution of the Board of Directors.


We may reduce our additional paid-in capital or legal reserve generally by resolution of a general meeting of shareholders, and in the case of reduction of additional paid-in-capital and if so decided by the same resolution, may account for the whole or any part of the amount of such reduction as stated capital. On the other hand, we may reduce our stated capital generally by special resolution of a general meeting of shareholders and, if so decided by the same resolution, may account for the whole or any part of the amount of such reduction as additional paid-in capital. In addition we may reduce our Surplus and increase either (i) stated capital or (ii) additional paid-in capital and/or legal reserve by the same amount, in either case by resolution of a general meeting of shareholders.


Stock Splits


We may at any time split the issued shares into a greater number of shares by resolution of our Board of Directors. When a stock split is to be made, so long as the only class of our outstanding stock is our common stock, we may increase the number of authorized shares to the extent that the ratio of such increase in authorized shares does not exceed the ratio of such stock split by amending our Articles of Incorporation, which amendment may be made without approval by shareholders.


Generally, shareholders do not need to exchange share certificates for new ones following a stock split, but certificates representing the additional shares resulting from the stock split will be issued to shareholders. Before a stock split, we must give public notice of the stock split, specifying the record date therefor, not less than two weeks prior to such record date.


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Japanese Unit Share System


Our Articles of Incorporation provide that 100 shares of common stock constitute one “unit.” The Company Law permits us, by resolution of our Board of Directors, to reduce the number of shares that constitutes one unit or abolish the unit share system, and amend our Articles of Incorporation to this effect without the approval of a shareholders’ meeting. The number of shares constituting a unit may not exceed 1,000 shares.


Transferability of Shares Representing Less Than One Unit


Our Articles of Incorporation and Share Handling Regulations provide that no share certificates shall, in general, be issued with respect to any shares constituting less than one unit. Because the transfer of shares normally requires delivery of the share certificates for the shares being transferred, any shares constituting less than one unit for which no share certificates are issued will not be transferable.


Because transfer of ADRs does not require a change in the ownership of the underlying shares, holders of ADRs evidencing ADSs that constitute less than one unit of shares are not affected by these restrictions in their ability to transfer the ADRs. However, because transfers of less than one unit of the underlying shares are normally prohibited under the unit share system, the deposit agreement provides that the right of ADR holders to surrender their ADRs and withdraw the underlying shares for sale in Japan may only be exercised as to whole units.


Right of a Holder of Shares Representing Less Than One Unit to Require Us to Purchase Its Shares


A holder of shares representing less than one unit may at any time require us to purchase our shares. These shares will be purchased at:


the closing price of the shares reported by the Osaka Securities Exchange Co., Ltd. (the “Osaka Securities Exchange”) on the day when the request to purchase is made; or

if no sale takes place on such stock exchange on that day, the closing price of the shares reported by the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) on such day; or

if no sale takes place on either of such stock exchanges on such day, the price at which the shares are first traded on the Osaka Securities Exchange on the next day; or

if no sale takes place on such stock exchange on such day, the price at which the shares are first traded on the Tokyo Stock Exchange on such day; or

if no sale takes place on either of such stock exchanges on such day, the price at which the shares are first traded on either of such stock exchanges, provided that, if the shares are traded on both such exchanges on the same day, the relevant price shall be the price at which the shares are first traded on the Osaka Securities Exchange.

In such case, we will request payment of an amount equal to the brokerage commission applicable to the shares purchased. However, because holders of ADSs representing less than one unit are not able to withdraw the underlying shares from deposit, these holders will not be able to exercise this right as a practical matter.


Voting Right of a Holder of Shares Representing Less Than One Unit


A holder of shares representing less than one unit cannot exercise any voting rights pertaining to those shares. In calculating the quorum for various voting purposes, the aggregate number of shares representing less than one unit will be excluded from the number of outstanding shares. A holder of shares representing one or more whole units will have one vote for each unit of shares, except as stated in “— Voting Rights” below.


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A holder of shares representing less than one unit does not have any rights relating to voting, such as the right to participate in a demand for the resignation of a director, the right to participate in a demand for the convocation of a general meeting of shareholders and the right to join with other shareholders to propose an agenda item to be addressed at a general meeting of shareholders. In addition, a holder of shares constituting less than one unit does not have the right to institute a representative action by shareholders.


Other Rights of a Holder of Shares Representing Less Than One Unit


In accordance with the Company Law, our Articles of Incorporation provide that a holder of shares representing less than one unit does not have any other rights of a shareholder in respect of those shares, other than those provided by our Articles of Incorporation including the following rights:


to receive distribution of dividends;

to receive shares, cash or other assets in case of consolidation or split of shares, exchange or transfer of shares or corporate merger;

to be allotted rights to subscribe for new shares and other stock acquisition rights when such rights are granted to shareholders; and

to participate in any distribution of surplus assets upon liquidation.

Ordinary General Meeting of Shareholders


We normally hold our annual general meeting of shareholders in June of each year. In addition, we may hold an extraordinary general meeting of shareholders whenever necessary by giving at least two weeks’ advance notice. Under the Company Law, notice of any shareholders’ meeting must be given to each shareholder having voting rights or, in the case of a non-resident shareholder, to his resident proxy or mailing address in Japan in accordance with our Share Handling Regulations, at least two weeks prior to the date of the meeting.


Voting Rights


A shareholder is generally entitled to one vote per one unit of shares, as described under “— Japanese Unit Share System” above. In general, under the Company Law, a resolution can be adopted at a general meeting of shareholders by a majority of the voting rights represented at the meeting. The Company Law and our Articles of Incorporation require a quorum for the election of Directors and Corporate Auditors of not less than one-third of the voting rights. Our shareholders are not entitled to cumulative voting in the election of Directors. A corporate shareholder whose outstanding voting rights are in turn more than one-quarter directly or indirectly owned by us does not have voting rights. Shareholders may exercise their voting rights through proxies, provided that those proxies are also shareholders who have voting rights.


The Company Law and our Articles of Incorporation provide that certain important matters shall be approved by a “special resolution” of general meeting of shareholders.  Our Articles of Incorporation provide that the quorum for a special resolution is one-third of the total number of voting rights and the approval of at least two-thirds of the voting rights presented at the meeting is required for adopting a special resolution. Such important matters include:


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(a)

reduction of the stated capital;

(b)

amendment to the Articles of Incorporation;

(c)

establishment of a 100% parent-subsidiary relationship by way of share exchange or share transfer;

(d)

dissolution, merger or consolidation;

(e)

company split;

(f)

transfer of the whole or an important part of our business;

(g)

taking over of the whole of the business of any other corporation;

(h)

removal of a Corporate Auditor;

(i)

any issuance of shares or transfer of existing shares as treasury stock to persons other than the shareholders at a “specially favorable” price;

(j)

any issuance of stock acquisition rights (including those incorporated in bonds with stock acquisition rights) to persons other than the shareholders under “specially favorable” conditions;

(k)

purchase of shares by us from a specific shareholder other than our subsidiary;

(l)

consolidation of shares;

(m)

distribution of Surplus in kind with respect to which shareholders are not granted the right to require us to make such distribution in cash instead of in kind; and

(n)

exemption from a portion of liability of the Directors, Corporate Auditors or independent auditors.


However, under the Company Law, no shareholder approval, whether by an ordinary resolution or a special resolution at a general meeting of shareholders, is required for any matter described in (a) through (g) above, and such matter may be decided by the Board of Directors, if it satisfies certain criteria prescribed by the Company Law as are necessary to determine that its impact is immaterial.


The voting rights of holders of ADSs are exercised by the depositary based on instructions from those holders. With respect to voting by holders of ADRs, please see Item 10 of our registration statement on Form 20-F filed on September 18, 2001.


Subscription Rights


Holders of shares have no pre-emptive rights. Authorized but unissued shares may be issued at such times and upon such terms as our Board of Directors determines, subject to the limitations as to the issue of new shares at a ‘‘specially favorable’’ price in which case a special resolution of general meeting of shareholders is required as described in ‘‘- Voting Rights’’ above. The Board of Directors may, however, determine that shareholders be given subscription rights in connection with a particular issue of new shares. In this case, such rights must be given on uniform terms to all shareholders as of a specified record date of which not less than two weeks’ prior public notice must be made. Each of the shareholders to whom such rights are given must also be given at least two weeks’ prior notice of the date on which such rights will expire.


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Stock Acquisition Rights


We may issue stock acquisition rights (shinkabu yoyakuken) or bonds with stock acquisition rights (shinkabu yoyakuken-tsuki shasai). Except where the issue would be on ‘‘specially favorable’’ conditions, the issue of stock acquisition rights or bonds with stock acquisition rights may be authorized by a resolution of the Board of Directors. Subject to the terms and conditions thereof, holders of stock acquisition rights may acquire a prescribed number of shares by exercising their stock acquisition rights and paying the exercise price at any time during the exercise period thereof. Upon exercise of stock acquisition rights, we will be obliged to either issue the relevant number of new shares or transfer the necessary number of existing shares held by us as treasury stock to the holder.


Pursuant to the resolution of the Board of Directors held on September 30, 2003, 15,000 stock acquisition rights were issued on October 17, 2003, in connection with the public offering of ¥30 billion zero coupon convertible bonds due 2008 with an issue price of 103% of the principal amount of the bonds. As of March 31, 2008, there were 13,500 outstanding stock acquisition rights, which represent rights to acquire 4,022,040 shares of common stock with the conversion price of ¥6,914.40 per share (as adjusted) during the exercise period ending on October 3, 2008.


Liquidation Rights


In the event of liquidation, the assets remaining after payment of all debts, liquidation expenses and taxes will be distributed among the shareholders in proportion to the number of shares they own.


Liability to Further Calls or Assessments


All of our currently outstanding shares, including shares represented by the ADSs, are fully paid and nonassessable.


Share Registrar


The Sumitomo Trust and Banking Company, Limited is the share registrar for the shares. Sumitomo Trust’s office is located at 5-33, Kitahama 4-chome, Chuo-ku, Osaka, 540-0041, Japan. Sumitomo Trust maintains our register of shareholders and records transfers of record ownership upon presentation of share certificates.


Record Date


The close of business on March 31 is the record date for our year-end dividends, if paid, and the close of business on September 30 is the same for our interim dividends, if paid. A holder of shares constituting one or more “units” who is registered as a holder on our register of shareholders at the close of business as of March 31 is also entitled to exercise shareholders’ voting rights at the annual general meeting of shareholders with respect to the fiscal year ending on March 31. In addition, we may set a record date for determining the shareholders entitled to other rights and for other purposes by giving at least two weeks’ public notice.


The shares generally trade ex-dividend or ex-rights in the Japanese stock exchanges on the third business day before a record date (or if the record date is not a business day, the fourth business day prior thereto), for the purpose of dividends or rights offerings.


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Repurchase by Nidec of Shares


Under the Company Law and our Articles of Incorporation, we may acquire our shares (i) by soliciting all our shareholders to offer to sell our shares held by them (in this case, the certain terms of such acquisition, such as the total number of the shares to be purchased and the total amount of consideration, shall be set by an ordinary resolution of a general meeting of shareholders in advance, and acquisition shall be effected pursuant to a resolution of the Board of Directors), (ii) from a specific shareholders other than any of our subsidiaries (pursuant to a special resolution of a general meeting of shareholders), (iii) from any of our subsidiaries (pursuant to a resolution of our Board of Directors), or (iv) by way of purchase on any Japanese stock exchange on which our shares are listed or by way of tender offer (in either case pursuant to an ordinary resolution of a general meeting of shareholders). In the case of (ii) abo ve, any other shareholder may make a request to the Board of Directors that such other shareholder be included as a seller in the proposed purchase, provided that no such right will be available if the purchase price or any other consideration to be received by the relevant specific shareholder will not exceed the last trading price of the shares calculated in a manner set forth in the ordinances of the Ministry of Justice.


These acquisitions are subject to the condition that the aggregate amount of the purchase price must not exceed the Distributable Amount as described in “— Distribution of Surplus” above. We may hold our shares acquired in compliance with the provisions of the Company Law, and may generally dispose of or cancel such shares by resolution of the Board of Directors.


In addition, we may acquire our shares by means of repurchase of any number of shares constituting less than one “unit” upon the request of the holder of those shares, as described under “― Japanese Unit Share System” above.


American Depositary Receipts


For information regarding American Depositary Receipts and our depositary, please see Item 10 of our registration statement on Form 20-F filed on September 18, 2001.


Reporting of Substantial Shareholdings


The Financial Instruments and Exchange Law of Japan and its related regulations require any person who has become, solely or jointly, a holder of more than 5% of the total issued shares with voting rights of a company that is listed on any Japanese stock exchange to file a report with the Director of the competent Local Finance Bureau of the Ministry of Finance within five business days. With certain exceptions, a similar report must also be filed in respect of any subsequent change of 1% or more in the holding of shares with voting rights or of any specified changes set out in any previously-filed reports. For this purpose, shares issuable to such person upon exercise of stock acquisition rights are taken into account in determining both the number of shares with voting rights held by the holder and the issuer’s total issued shares with voting rights.


Daily Price Fluctuation Limits under Japanese Stock Exchange Rules


Share prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to guide price formation. To prevent excessive volatility, these exchanges set daily upward and downward price fluctuation limits for each share, based on the previous day’s closing price. Although transactions may continue at the upward or downward limit price if the limit price is reached on a particular trading day, no transactions may take place outside these limits. Consequently, an investor wishing to sell at a price above or below the relevant daily limit may not be able to sell shares at such price on a particular trading day, or at all.


On September 12, 2008, the closing price of our shares on the Osaka Securities Exchange was ¥6,940 per share. The following table shows the daily price limit for a stock on the Osaka Securities Exchange with a closing price of between ¥5,000 and ¥10,000 per share, as well as the daily price limit if our per share price were to rise to between ¥10,000 and ¥20,000, or fall to between ¥3,000 and ¥5,000. Other daily price limits would apply if our per share price moved to other ranges.


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Selected Daily Price Limits

Selected Daily Price Limits    
Previous Day’s Closing Price or Special Quote
  Maximum Daily
Price Movement

Over
¥ 3,000  
Less than
¥ 5,000     ¥ 500  
Over
5,000  
Less than
10,000     1,000  
Over
10,000  
Less than
20,000     2,000  

For a history of the trading price of our shares on the Osaka Securities Exchange, see Item 9.A of this annual report.


C. Material Contracts.


We have not entered into any material contracts, other than in the ordinary course of business, within the two years immediately preceding the date of this document or any contract, other than in the ordinary course of business, which contains any provision under which we have any obligation or entitlement which is material to us as at the date of this document.


D. Exchange Controls.


Acquisition or Disposition of Shares or ADS


The Foreign Exchange and Foreign Trade Law of Japan governs certain aspects relating to the acquisition and holding of securities by “non-residents of Japan” and “foreign investors”.


In general, acquisition of shares of stock of a Japanese company listed on any Japanese stock exchange by a non-resident of Japan from a resident of Japan is not subject to any prior notification requirement, but subject to a post reporting requirement by the resident.


If a foreign investor acquires shares of a Japanese company listed on a Japanese stock exchange and as a result of this acquisition directly or indirectly holds, aggregated with existing holdings, 10% or more of the issued shares of the company, the foreign investor is, in general, required to report the acquisition to the Minister of Finance and any other competent ministers via the Bank of Japan within 15 days from and including the date of acquisition. In exceptional cases, a prior notification is required in respect of the acquisition.


“Non-residents of Japan” are generally defined as individuals who are not resident in Japan and corporations whose principal offices are located outside Japan.  Branches and other offices of Japanese corporations located outside Japan are considered as non-residents of Japan, and branches and other offices located within Japan of foreign corporations are considered as residents of Japan. “Foreign investors” are generally defined to be (i) individuals not resident in Japan, (ii) corporations which are organized under the laws of foreign countries or whose principal offices are located outside Japan, and (iii) corporations of which (a) 50% or more of the shares are held directly or indirectly by (i) or (ii) above, (b) a majority of officers consists of non-residents of Japan or (c) a majority of officers having the power of representation consists of non-residents of Japan.


Dividends and Proceeds of Sale


Under the Foreign Exchange and Foreign Trade Law, dividends paid on, and the proceeds of sales in Japan of shares held by non-residents of Japan may in general be converted into any foreign currency and repatriated abroad.


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Under the terms of the deposit agreement pursuant to which our ADSs are issued, the depositary is required, to the extent that in its judgment it can convert yen on a reasonable basis into dollars and transfer the resulting dollars to the United States, to convert all cash dividends that it receives in respect of deposited shares into dollars and to distribute the amount received (after deduction of applicable withholding taxes) to the holder of ADSs. For additional information regarding our ADSs, please see Item 10 of our registration statement on Form 20-F filed on September 18, 2001.


E. Taxation.


This section describes the material United States federal income and Japanese tax consequences of owning shares or ADSs. It applies to you only if you hold your shares or ADSs as capital assets for tax purposes. This section does not apply to you if you are a member of a special class of holders subject to special rules, including:


a dealer in securities;

a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

a tax-exempt organization;

a life insurance company

a person liable for alternative minimum tax;

a person that actually or constructively owns 10% or more of the voting stock of Nidec;

a person that holds shares or ADSs as part of a straddle or a hedging or conversion transaction; or

a person whose functional currency is not the U.S. dollar.

This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions and the laws of Japan all as currently in effect, as well as on the income tax treaty between the United States of America and Japan (the “Treaty”). These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.


You are a U.S. holder if you are a beneficial owner of shares or ADSs and you are:


a citizen or resident of the United States;

a domestic corporation;

an estate whose income is subject to United States federal income tax regardless of its source; or

a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

You should consult your own tax advisor regarding the United States federal state and local and the Japanese and other tax consequences of owning and disposing of shares and ADSs in your particular circumstances.

In general, and taking into account the earlier assumptions, for United States federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to United States federal income tax.


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United States Federal Income Taxation


Taxation of Dividends


Under the United States federal income tax laws, and subject to the passive foreign investment company, or PFIC, rules as discussed below, if you are a U.S. holder, the gross amount of any dividend paid by Nidec out of its current or accumulated earnings and profits (as determined for United States federal income tax purposes) will be subject to U.S. federal income taxation. If you are a noncorporate U.S. holder, dividends paid to you in taxable years beginning before January 1, 2011 that constitute qualified dividend income will be taxable to you at a maximum tax rate of 15% provided that you hold the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. Dividends we pay with respect to the shares or ADSs generally will be qualified dividend income. You must include any Japanese tax withheld from the dividend payment in this gross am ount even though you do not in fact receive it. The dividend will be taxable to you when you, in the case of shares, or the depositary, in the case of ADSs, receive the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the yen payments made, determined at the spot yen/U.S. dollar rate on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date you convert the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special ta x rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in the shares or ADSs and thereafter as capital gain.


Subject to certain limitations, the Japanese tax withheld in accordance with the Treaty and paid over to Japan will be creditable against your United States federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the maximum 15% tax rate. To the extent a refund of the tax withheld is available to you under Japanese law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against your United States federal income tax liability.


Dividends will be income from sources outside the United States. Dividends paid in taxable years beginning before January 1, 2007 generally will be “passive” or “financial services” income, and dividends paid in taxable years beginning after December 31, 2006 will, depending on your circumstances, be “passive” or “general” income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit allowable to you.


Taxation of Capital Gains


Subject to the PFIC rules as discussed below, if you are a U.S. holder and you sell or otherwise dispose of your shares or ADSs, you will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. dollar value of the amount that you realize and your tax basis, determined in U.S. dollars, in your shares or ADSs. Capital gain of a noncorporate U.S. holder that is recognized in taxable years beginning before January 1, 2011 is generally taxed at a maximum rate of 15% where the holder has a holding period greater than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.


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PFIC Rules


Nidec believes that shares and ADSs should not be treated as stock of a PFIC for United States federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change.  If Nidec were to be treated as a PFIC, unless a U.S. holder elects to be taxed annually on a mark-to-market basis with respect to the shares or ADSs, gain realized on the sale or other disposition of your shares or ADSs would in general not be treated as capital gain.  Instead, if you are a U.S. holder, you would be treated as if you had realized such gain and certain “excess distributions” ratably over your holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares or ADSs will be t reated as stock in a PFIC if Nidec were a PFIC at any time during your holding period in your shares or ADSs. Dividends that you receive from Nidec will not be eligible for the special tax rates applicable to qualified dividend income if Nidec is treated as a PFIC with respect to you either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.


Japanese Taxation


The following is a summary of the principal Japanese tax consequences to owners of our shares who are non-resident individuals or non-Japanese corporations without a permanent establishment in Japan to which the relevant income is attributable. The changes are subject to changes in the applicable Japanese laws or double taxation conventions occurring after that date. This summary is not exhaustive of all possible tax considerations which may apply to a particular investor. Potential investors should satisfy themselves as to:


the overall tax consequences of the acquisition, ownership and disposition of shares or ADSs, including specifically the tax consequences under Japanese law;

the laws of the jurisdiction of which they are resident; and

any tax treaty between Japan and their country of residence, by consulting their own tax advisers.


Generally, a non-resident shareholder is subject to Japanese withholding tax on dividends on the shares paid by us. A stock split is not subject to Japanese income or corporation tax, as it is characterized merely as an increase of number of shares (as oppose to an increase of value of shares) from Japanese tax perspectives. A conversion of retained earnings or legal reserve (but other than additional paid-in capital, in general) into stated capital on a non-consolidated basis is not characterized as a deemed dividend for Japanese tax purposes, and therefore such a conversion does not trigger Japanese withholding taxation (Article 2(16) of the Japanese Corporation Tax Law and Article 8(1)(xiv) of the Japanese Corporation Tax Law Enforcement Order).


If we purchase our listed shares by way of a tender offer for the purpose of cancellation with retained earnings, the selling shareholders (both individuals and corporations) are in general required to recognize (i) a deemed dividend corresponding to a price into share capital portion (including additional paid-in capital) and retained earnings portion on a non-consolidated basis under Article 24(1)(iv) of the Japanese Corporation Tax Law, and (ii) capital gain or loss computed as a difference between the basis of the shares subject to the tender offer at the shareholder’s level and the amount of the consideration for the tender offer (deducting the amount corresponding to the deemed dividend computed as (i) above) under Article 61-2(1)(i) of the same law. On the other hand, no deemed dividend is required to be recognized if we purchase our shares at/through the stock market due to the difficulty of identifying each shareholder sold our shares (Article 24(1)(iv) of the Japanese Corporation Tax Law and Article 23(3) of the Japanese Corporation Tax Law Enforcement Order).


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Index to Consolidated Financial Statements and Information.

In addition, in the case of individual shareholders who sell our shares on an over-the-counter basis, no deemed dividend is required to be recognized until March 31, 2009 (two years extension is provided for under the 2007 Japanese tax legislation) due to the operation of a temporary measure (Article 9-6 of the Japanese Special Tax Measures Law) and therefore they are only required to recognize capital gain or loss of the shares subject to the tender offer. In the meantime, when shares are acquired by us (whether by way of a tender offer or otherwise) for the purpose of cancellation with retained earnings, the shareholders (both individuals and corporations) whose shares were not canceled are not subject to the deemed dividend taxation (such a tax treatment is introduced under the 2001 tax legislation).


Unless an applicable tax treaty, convention or agreement reduces the maximum rate of withholding tax, the rate of Japanese withholding tax applicable to dividends on the listed shares such as those paid by us to non-resident shareholders is currently 7% which is applicable for the period from January 1, 2004 to December 31, 2008 (the expiration date is shortened by three months under the 2008 Japanese tax legislation) and 15% rate will apply thereafter, except for dividends paid to any individual shareholder who holds 5% or more of the issued shares for which the applicable rate is 20% (under Article 9-3(1) and (2) of the Japanese Special Tax Measures Law, and Article 182(2) of the Japanese Income Tax Law). Japan has income tax treaties, conventions or agreements whereby the above mentioned withholding tax rate is generally promulgated as 15% for portfolio investors with, among others, Australia, Belgium, Canada, Denmark, Finland, Germany, Ireland, Italy, Luxembourg, The Netherlands, New Zealand, Norway, Singapore, Spain, Sweden and Switzerland. Under the tax treaty between the United States and Japan (the “Treaty”) of which withholding tax treatments is applicable effective from July 1, 2004, the withholding tax rate on dividends (those declared on or after July 1, 2004) is 10% for portfolio investors, if they do not have a permanent establishment in Japan and the shares with respect to which such dividends are paid are not related in-fact to such permanent establishment, and if they are qualified US residents eligible to enjoy treaty benefits. It shall be noted that, under the tax treaty between the US and Japan, withholding tax on dividends declared after July 1, 2004 is exempt from Japanese taxation by way of withholding or otherwise for pension funds which are qualified US residents eligible to enjoy treaty benefits unless such dividends are derived from the carrying on of a business, directly or indirectly, by such pension funds. The similar changes are made to the new tax treaty between the United Kingdom and Japan which is applicable to dividends declared on or after January 1, 2007 due to the renewal of the Tax Treaty. The Tax Treaty between France and Japan is also renewed effective from January 1, 2008 under which the standard treaty withholding rate for portfolio investors on dividends is to be reduced from 15% to 10%. In addition, the tax treaty between Australia and Japan will be renewed and expected to come into effect as of January 1, 2009 under which the standard treaty withholding rate for portfolio investors on dividends will also be reduced from 15% to 10%. Non-resident shareholders who are entitled to a reduced rate of Japanese withholding tax on payment by us of dividends on the shares are required to submit an Application Form for Income Tax Convention regarding Relief from Japanese Income Tax on Dividends in advance through us to the relevant tax authority before payment of dividends. A standing proxy for non-resident shareholders may provide such application service. See Item 10.B. of this annual report. Non-resident shareholders who do not submit an application in advance will be entitled to claim the refund of withholding taxes withheld in excess of the rate of an applicable tax treaty from the relevant Japanese tax authority. For Japanese tax purposes, the treaty rate normally applies superseding the tax rate under the domestic law. However, due to the so-called preservation doctrine under Article 1(2) of the Treaty, and/or under Article 3-2 of the Special Measures Law for the Income Tax Law, Corporation Tax Law and Local Taxes Law with respect to the Implementation of Tax Treaties, if the tax rate under the domestic tax law is lower than that promulgated under the applicable income tax treaty, then the domestic tax rate is still applicable. If the domestic tax rate still applies, no treaty application is required to be filed, consequently.



Gains derived from the sale of shares outside Japan, or from the sale of shares within Japan by a nonresident shareholder as a portfolio investor, are generally not subject to Japanese income or corporation taxes.


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Japanese inheritance and gift taxes may be assessed against an individual who has acquired shares as a legatee, heir or donee, even if the individual is not a Japanese resident.


F. Dividends and Paying Agents.


Not applicable.


G. Statement by Experts.


Not applicable.


H. Documents on Display.


We file periodic reports and other information with the Securities and Exchange Commission. You may read and copy any document that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference room. The Securities and Exchange Commission also maintains a web site at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.  You may also inspect our SEC reports and other information at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. Some of this information may also be found on our website at www.nidec.co.jp/english/ir/index.html. Information on our website does not form part of this annual report.


As a foreign private issuer, we are exempt from the rules under the Securities Exchange Act of 1934 prescribing the furnishing and content of proxy statements to shareholders.


I. Subsidiary Information.


Not applicable.



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Item 11. Quantitative and Qualitative Disclosure About Market Risk.


We hold financial instruments in the normal course of business and are exposed to market risk, including changes in foreign exchange rates, interest rates and equity prices. We employ a variety of measures to manage market risk related to our financial instruments, including cash and cash equivalents, financial receivables, securities investments, long-term debt and short-term borrowings.


We do not have a policy of hedging all or a defined portion of specific risks. Accordingly, our decisions with regard to the use of derivative instruments are made on a case-by-case basis, and the nature and quantity of open derivative contracts can vary significantly over time. However, from time to time, we enter into derivative financial instruments which include foreign exchange forward contracts, foreign currency option agreements, interest rate swap agreements and interest rate cap agreements. Interest rate swap and cap agreements are designed to reduce our exposure to losses resulting from adverse fluctuations in interest rates on the underlying financial instruments. Foreign currency option agreements are designed to reduce our exposure to losses resulting from adverse fluctuations in foreign exchange rates on underlying accounts payable and anticipated purchase transactions in foreign currency. Foreign exchange forward con tracts are designed to reduce our exposure to losses resulting from adverse fluctuations in foreign exchange rates on our foreign currency accounts receivables, other receivables and accounts payable.


Foreign currency exchange rate risk


Transaction risk


A significant portion of our business is conducted in currencies other than yen, most significantly the U.S. dollar. While sales denominated in U.S. dollars are, to a significant extent, offset by U.S. dollar denominated costs, we generally have had a significant net long U.S. dollar position. To the extent that there are any open foreign currency, i.e., U.S. dollar-denominated positions, we are exposed to the risk of foreign currency fluctuations. Any gains and losses that result are recorded in our results of operations for the period. The foreign exchange gain (loss) represents the differences between the value of monetary assets and liabilities when they are originated at exchange rates when a purchase or sale occurs and their value at the prevailing exchange rate when they are settled or translated at year-end. Foreign currency-denominated monetary assets may include bank deposits, trade receivables and other receivables and m onetary liabilities may include trade and notes payable, borrowings and debt.


Translation risk


Our reporting currency is the Japanese yen. We have assets and liabilities outside Japan that are subject to fluctuations in foreign currency exchange rates. Our assets and liabilities that are outside Japan are primarily located in Singapore, Thailand, the Philippines and China. We prepare financial statements of our foreign operations in their functional currencies prior to consolidation in our financial statements. Translation gains and losses arising from changes in the value of the reporting currency relative to the functional currencies of the underlying operations are recorded outside of our statement of operations in other comprehensive income until we dispose of or liquidate (which has not occurred in the past, nor do we expect it to occur frequently in the future) the relevant foreign operation.


Foreign currency risk


As our investments in foreign subsidiaries with a functional currency other than the Japanese yen are generally considered long-term, we do not hedge these net investments.


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From time to time we utilize foreign currency forward contracts and foreign currency options derivative instruments to manage exposure to exchange rate volatility for accounts payable, accounts receivable and anticipated transactions denominated in foreign currencies. However, we do not use instruments with leverage, nor exotic options, to mitigate market risk. Changes in the fair values of our foreign exchange forward contracts and options are recognized as gains and losses on derivative instruments within our results of operations. The table below sets forth the aggregate contract amounts and weighted-average contracted forward rates for annual maturities of the foreign exchange forward contracts for the next five years.


Foreign currency derivatives at March 31, 2008

    Maturity date
       
    For the year ending March 31
       
    2009
  2010
  2011
  2012
  2013
  Thereafter
  Total
  Fair
Value

Foreign Exchange Forward Contracts                                    
   Sell U.S. dollars (Buy Yen)                                    
Contract amounts (in millions)
  ¥ 79   -   -   -   -   -   ¥ 79   ¥ 4    
Weighted-average contracted forward Rate (yen per U.S.$1)
  104.99   -   -   -   -   -   104.99        
   Sell U.S. dollars (Buy S$ *)                                    
Contract amounts (in millions)
  ¥ 101   -   -   -   -   -   ¥ 101   ¥ 1    
Weighted-average contracted forward Rate (S$ per U.S.$1)
  1.39   -   -   -   -   -   1.39        

*Note: In the above table, “S$” refers to the Singaporean dollar.



Interest rate risk


We enter into interest rate swaps and other contracts to reduce our market risk exposure from changes in interest rates. We have long-term receivables and debt, with fixed and variable rates, and we enter into interest rate swaps and other contracts in order to stabilize the fair values and cash flows of those receivables and debts.


The table below sets forth information about our derivative financial instruments and other financial instruments that are sensitive to changes in interest rates. For our debts and receivables, it indicates whether the interest component is fixed or variable, the amount of the cash flows and the expected weighted-average interest rate for the next five years and thereafter and the items’ fair value. For our interest rate caps, the table presents payment type, notional principal amounts and weighted-average interest rates by expected (contracted) maturity dates and the items’ fair value. Notional amounts are used to calculate the contractual payments to be exchanged under the contracts.


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Interest rate risk at March 31, 2008


(Yen in millions)
    Maturity date
         
    2009
  2010
  2011
  2012
  2013
  Thereafter
  Total
  Fair
Value

Long-term Loan Receivable   (Yen in millions)
   Fixed Rate                                                  
Principal cash flows
  ¥ 7     ¥ 7     ¥ 6     ¥ 5     ¥ 6     ¥ 31     ¥ 62     ¥ 68    
Weighted-average interest rate
  3.10 %   3.23 %   3.25 %   3.23 %   3.95 %   3.22 %   3.29 %        
   Floating Rate                                                  
Principal cash flows
  102     57     34     23     10     4     230     230    
Weighted-average interest rate
  2.07 %   3.03 %   3.21 %   3.40 %   3.59 %   3.21 %   2.69 %        
                                                   
Long-term Debt                                                  
   Fixed Rate (long-term loan)                                                  
Principal cash flows
  35     22     33     33     33     147     303     284    
Weighted-average interest rate
  1.58 %   0.41 %   0.28 %   0.29 %   0.30 %   0.61 %   0.60 %        
   Fixed Rate (convertible bonds)                                                  
Principal cash flows
  27,089     -     -     -     -     -     27,089     28,898    
Weighted-average interest rate
  0.00   -     -     -     -     -     0.00        
   Floating Rate (long-term loan)                                                  
Principal cash flows
  0     1     1     1     1     3     7     7    
Weighted-average interest rate
  2.03 %   2.17 %   2.36 %   2.56 %   2.78 %   3.35 %   2.92 %        
                                                   
Interest Rate Derivatives                                                  
   Interest Rate Swaps                                                  
     Fixed rate payments                                                  
Notional amounts
  1,200     -     -     -     -      -     1,200     7    
Weighted-average interest rate
  1.42 %   -     -     -     -     -     1.42 %        
     Floating rate receivables                                                  
Notional amounts
  1,200     -     -     -     -     -     1,200          
Weighted-average interest rate
  1.08 %   -     -     -     -     -     1.08 %        
   Interest Rate Currency Swaps                                                  
     Fixed rate payments                                                  
Principal cash flows (THB)
  24     24     24     24     -      -     96          
Notional amounts
  24     24     24     24     -      -     96     12    
Weighted-average interest rate
  6.65 %   6.65 %   6.65 %   6.65 %   -      -     6.65 %        
     Floating rate receivables                                                  
Principal cash flows (JPY)
  24     24     24     24     -      -     96          
Notional amounts
  24     24     24     24     -      -     96          
Weighted-average interest rate
  1.46 %   1.46 %   1.32 %   1.33 %   -      -     1.39 %        

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Equity security price risk


We have marketable equity securities classified as available-for-sale securities and held-to-maturity securities. At March 31, 2007, the fair value of available-for-sale securities was ¥20,118 million and we had no held-to-maturity securities. At March 31, 2008, the fair value of available-for-sale securities and held-to-maturity securities were ¥13,611 million and ¥100 million, respectively.

If the fair value of available-for-sale securities were to change by 10%, the impact on the carrying amount of those securities as of March 31, 2008 would be ¥1,361 million.


For the information relating to other-than-temporary losses on marketable securities, see Item5A. “Operating results - Application of Critical Accounting Policies”.



Commodity price risk


We had no open commodity derivative positions for the year ended March 31, 2007 or 2008.



Item 12. Description of Securities Other Than Equity Securities.


Not applicable.





PART II


Item 13. Defaults, Dividend Arrearages and Delinquencies.


None.



Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.


None.



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Item 15. Controls and Procedures.


Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31, 2008. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2008, our disclosure controls and procedures were effective. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.


Management’s Report on Internal Control over Financial Reporting


Our Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Our management has evaluated the effectiveness of our internal control over financial reporting based upon criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).


Based on this assessment, management determined that we maintained effective internal control over financial reporting as of March 31, 2008.


Our independent registered public accounting firm, Kyoto Audit Corporation, has audited the effectiveness of our internal control over financial reporting as of March 31, 2008, as stated in their report which appears on page F-2 of this annual report on Form 20-F.


Changes in Internal Control over Financial Reporting


There has been no change in our internal control over financial reporting during the fiscal year ended March 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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Item 16A. Audit Committee Financial Expert.


The Board of Corporate Auditors of Nidec has determined that Nidec does not have an “audit committee financial expert” as defined in Item 16A of Form 20-F serving on the Board of Corporate Auditors. Nidec believes that the combined knowledge, skills and experience of the Board of Corporate Auditors enables them, as a group, to act effectively in the fulfillment of their tasks and responsibilities, including those under the Sarbanes-Oxley Act of 2002. In addition, the Corporate Auditors have the power and authority to engage outside experts as they deem appropriate to provide them with advice on matters related to their responsibilities.


Item 16B. Code of Ethics.


Nidec has adopted a written code of ethics for its chief executive officer, chief financial officer, chief accounting officer and other senior officers which has been effective as of April 1, 2004. Nidec’s code of ethics is attached to this annual report on Form 20-F as exhibit 11.1.


Item 16C. Principal Accountant Fees and Services


Principal Independent Registered Public Accounting Firm Audit Fees and Services Fees


Kyoto Audit Corporation served as our independent registered public accounting firm for the fiscal year 2008, and audited our consolidated financial statements included in this annual report on Form 20-F.

MISUZU PricewaterhouseCoopers served as our independent registered public accounting firm until June 22, 2007. Since June 22, 2007, Kyoto Audit Corporation has been our independent registered public accounting firm. See “Change of Our Independent Registered Public Accounting Firm” below.

As MISUZU PricewaterhouseCoopers terminated its operations on July 31, 2007, the Kyoto office of MISUZU PricewaterhouseCoopers decided to establish Kyoto Audit Corporation to succeed to the business it formerly carried out as part of MISUZU PricewaterhouseCoopers. As such, Kyoto Audit Corporation is the successor to the assurance practice and business of the Kyoto office of MISUZU PricewaterhouseCoopers. Kyoto Audit Corporation’s personnel are substantially the same as those previously employed by the Kyoto office of MISUZU PricewaterhouseCoopers, including those who have been assigned to us.

The following table presents the aggregate fees for professional services and other services rendered by MISUZU PricewaterhouseCoopers and member firms of the PricewaterhouseCoopers network to us in fiscal year 2007 and by Kyoto Audit Corporation and member firms of the PricewaterhouseCoopers to us in fiscal year 2008.


  Yen in millions
  U.S. dollars in thousands
  For the year ended March 31,
  For the year ended
Type of Fee
2007
  2008
  March 31, 2008
Audit Fees (1)
¥ 849     ¥ 796     $ 7,945  
Audit Related Fees (2)
7     11     109  
Tax Fees (3)
34     18     180  
All Other Fees (4)
1     0     0  
 

 
 
Total
¥ 891     ¥ 825     $ 8,234  
 

 
 

(1) Audit fees consist of the fees for professional services provided in connection with the audit of our annual financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.

(2) Audit related fees are fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees. This includes fees for the audits of employee benefit plans, due diligence to related mergers and acquisitions, attestations by MISUZU PricewaterhouseCoopers and Kyoto Audit Corporation that are not required by statute or regulation, and consulting on financial accounting/reporting standards.


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(3) Tax fees represent fees for professional services rendered by MISUZU PricewaterhouseCoopers and Kyoto Audit Corporation for tax compliance, tax advice and tax planning.

(4) All other fees include fees for products and services provided by MISUZU PricewaterhouseCoopers and Kyoto Audit Corporation other than the services reported above.


The Board of Corporate Auditors has concluded the provision of the non-audit services listed above is compatible with maintaining the independence of MISUZU PricewaterhouseCoopers and Kyoto Audit Corporation.



Pursuant to Rule 2-01(c)(7) of Regulation S-X, the Board of Corporate Auditors pre-approves the engagement of our principal accountants and their affiliates to render audit and non-audit services to us. As a general rule, the Board of Corporate Auditors specifically pre-approves the engagement of such services after examining the details of the proposal engagement submitted by our management. With respect to certain specified audit and non-audit services, once every year, the Board of Corporate Auditors generally pre-approves the engagement of our principal accountants and their affiliates to render such services pursuant to the Board’s pre-approval policies and procedures. Under the pre-approval policies and procedures, services that are the subject of general pre-approval are specifically identified, together with the maximum aggregate fee amount that may be paid for each such service. The Board of Corporate Auditors reviews this list of specific services and related matters on an annual basis. All services to be rendered by our principal accountants or their affiliates that are not specifically identified must be specifically pre-approved by the Board of Corporate Auditors. Even for those services that are specifically identified, the rendering of such services for fees in excess of the maximum aggregate fee amount under the pre-approval policies and procedures must be specifically pre-approved by the Board of Corporate Auditors.


None of the services described above under this Item 16C were waived from the pre-approval requirement pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.


Change of Our Independent Registered Public Accounting Firm


On May 30, 2007, MISUZU PricewaterhouseCoopers announced that it would terminate its business and dissolve effective July 31, 2007. As a result, the audit team of MISUZU PricewaterhouseCoopers that has been covering us transferred to a newly established public accounting firm, Kyoto Audit Corporation, which registered with the Public Company Accounting Oversight Board on June 12, 2007. We appointed Kyoto Audit Corporation as our new independent registered public accounting firm.



Item 16D. Exemptions from the Listing Standards for Audit Committees.


With respect to the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 relating to listed company audit committees, which apply to us through Section 303A.06 of the New York Stock Exchange’s Listed Company Manual, we rely on an exemption provided by paragraph (c)(3) of that Rule available to foreign private issuers with boards of corporate auditors meeting certain requirements. For a New York Stock Exchange-listed Japanese company with a Board of Corporate Auditors, the requirements for relying on paragraph (c)(3) of Rule 10A-3 are as follows:


(a)       The Board of Corporate Auditors must be established, and its members must be selected, pursuant to Japanese law expressly requiring such a board for Japanese companies that elect to have a corporate governance system with corporate auditors.


(b)       Japanese law must and does require the Board of Corporate Auditors to be separate from the board of directors.


(c)       None of the members of the Board of Corporate Auditors is elected by management, and none of the listed company’s executive officers is a member of the Board of Corporate Auditors.


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(d)       Japanese law must and does set forth standards for the independence of the members of the Board of Corporate Auditors from the listed company or its management.


(e)       The Board of Corporate Auditors, in accordance with Japanese law or the listed company’s governing documents, must be responsible, to the extent permitted by Japanese law, for the appointment, retention and oversight of the work of any registered public accounting firm engaged (including, to the extent permitted by Japanese law, the resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the listed company, including its principal accountant which audits its consolidated financial statements included in its annual reports on Form 20-F.


(f)       To the extent permitted by Japanese law:


-     the Board of Corporate Auditors must establish procedures for (i) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;


-     the Board of Corporate Auditors must have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties; and


-     the listed company must provide for appropriate funding, as determined by its Board of Corporate Auditors, for payment of (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us, (ii) compensation to any advisers employed by the Board of Corporate Auditors, and (iii) ordinary administrative expenses of the Board of Corporate Auditors that are necessary or appropriate in carrying out its duties.


In our assessment, our Board of Corporate Auditors, which meets the requirements for reliance on the exemption in paragraph (c)(3) of Rule 10A-3 described above, is not materially less effective than an audit committee meeting all the requirements of paragraph (b) of Rule 10A-3 (without relying on any exemption provided by that Rule) at acting independently of management and performing the functions of an audit committee as contemplated therein.


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Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchases.


The following table sets forth information concerning purchases made by us during the fiscal year ended March 31, 2008.


    Shares
  Yen
  Shares
  Shares
    Total number of shares purchased
  Average price paid per share
  Total number of shares purchased as part of publicly announced plans or programs
  Maximum numbers of shares that may yet be purchased under the plans or programs
   2007                      
  April 1 - 30 167     ¥ 7,421     -     -  
  May 1 - 31 226     7,103     -     -  
  June 1 - 30 170     7,090     -     -  
  July 1 - 31 596     7,278     -     -  
  August 1 - 31 560     7,530     -     -  
  September 1- 30 108     7,944     -     -  
  October 1 - 31 198     8,263     -     -  
  November 1 - 30 104     8,165     -     -  
  December 1- 31 174     8,470     -     -  
   2008                      
  January 1 - 31 -     -     -     -  
  February 1 - 29 40     7,355     -     -  
  March 1 - 31 186     6,747     -     -  
 
 
 
 
   Total 2,529     ¥ 7,501     -     -  
 
 
 
 

All of the purchases shown above represent the purchase of fractional shares from fractional share owners under the Company Law. For an explanation of the rights of such shareholders, see “Japanese Unit Share System— Right of a Holder of Shares Representing Less Than One Unit to Require Us to Purchase Its Shares.” under Item 10.B of this annual report.


On February 1, 2008, share repurchases were approved at the board of directors pursuant to which Nidec may purchase from February 4, 2008 to February 3, 2009 up to the lesser of 1,000,000 shares of common stock or the number of shares equivalent to ¥ 6.0 billion in cost of repurchase. As of March 31, 2008, no shares were repurchased.




PART III


Item 17. Financial Statements.


In lieu of responding to this item, we have responded to Item 18 of this annual report.



Item 18. Financial Statements.


The information required by this item is set forth in our consolidated financial statements included in this annual report.


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Item 19. Exhibits.


Exhibit Number

Description

1.1

Articles of Incorporation of Nidec Corporation (English translation)

(Incorporated by reference to Nidec’s annual report on Form 20-F for the year ended March 31, 2007 filed on July 27, 2007.)

1.2

Share Handling Regulations of Nidec Corporation (English translation)

(Incorporated by reference to Nidec’s annual report on Form 20-F for the year ended March 31, 2006 filed on September 25, 2006.)

1.3

Regulations of the Board of Directors of Nidec Corporation (English translation)

1.4

Regulations of the Board of Corporate Auditors of Nidec Corporation (English translation)

2.1

Specimen common stock certificates of Nidec Corporation (English translation)

(Incorporated by reference to Nidec’s annual report on Form 20-F for the year ended March 31, 2002 filed on July 5, 2002.)

2.2

Form of Deposit Agreement among Nidec Corporation, Morgan Guaranty Trust Company of New York as Depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt

(Incorporated by reference to the Registration Statement on Form F-6 (file no. 333-13894) filed on September 7, 2001.)

8.1

Subsidiaries of Nidec Corporation

11.1

Code of Ethics

12.1

Certification of the Chief Executive Officer required by Rule 13a-14(a)

12.2

Certification of the Chief Financial Officer required by Rule 13a-14(a)

13.1

Certification of the Chief Executive Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

13.2

Certification of the Chief Financial Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code


We have not included as exhibits certain instruments with respect to our long-term debt, the amount of debt authorized under each of which does not exceed 10% of our total assets, and we agree to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.


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SIGNATURES



The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



      NIDEC CORPORATION  
         
      By:    /s/ Shigenobu Nagamori      
      Name: Shigenobu Nagamori  
      Title: President, Chief Executive Officer and
 Representative Director
 
Date:  December 24, 2008        

 





INDEX OF EXHIBITS



Exhibit Number

Description

1.1

Articles of Incorporation of Nidec Corporation (English translation)

(Incorporated by reference to Nidec’s annual report on Form 20-F for the year ended March 31, 2007 filed on July 27, 2007.)

1.2

Share Handling Regulations of Nidec Corporation (English translation)

(Incorporated by reference to Nidec’s annual report on Form 20-F for the year ended March 31, 2006 filed on September 25, 2006.)

1.3

Regulations of the Board of Directors of Nidec Corporation (English translation)

1.4

Regulations of the Board of Corporate Auditors of Nidec Corporation (English translation)

2.1

Specimen common stock certificates of Nidec Corporation (English translation)

(Incorporated by reference to Nidec’s annual report on Form 20-F for the year ended March 31, 2002 filed on July 5, 2002.)

2.2

Form of Deposit Agreement among Nidec Corporation, Morgan Guaranty Trust Company of New York as Depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt

(Incorporated by reference to the Registration Statement on Form F-6 (file no. 333-13894) filed on September 7, 2001.)

8.1

Subsidiaries of Nidec Corporation

11.1

Code of Ethics

12.1

Certification of the Chief Executive Officer required by Rule 13a-14(a)

12.2

Certification of the Chief Financial Officer required by Rule 13a-14(a)

13.1

Certification of the Chief Executive Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

13.2

Certification of the Chief Financial Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code


We have not included as exhibits certain instruments with respect to our long-term debt, the amount of debt authorized under each of which does not exceed 10% of our total assets, and we agree to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.


Table of Contents
Index to Consolidated Financial Statements and Information


NIDEC CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



    Page
  Report of Independent Registered Public Accounting Firm   F-2  
  Consolidated balance sheets at March 31, 2007 and 2008   F-4  
  Consolidated statements of income for the years ended March 31, 2006, 2007 and 2008   F-6  
 

Consolidated statements of shareholders’ equity and comprehensive income for the years ended March 31, 2006, 2007 and 2008

  F-7  
  Consolidated statements of cash flows for the years ended March 31, 2006, 2007 and 2008   F-9  
  Notes to consolidated financial statements   F-11  


F-1


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Index to Consolidated Financial Statements and Information

Report of Independent Registered Public Accounting Firm


To the Shareholders and Board of Directors of

Nihon Densan Kabushiki Kaisha

(“NIDEC Corporation”):


In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows present fairly, in all material respects, the financial position of NIDEC Corporation and its subsidiaries at March 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits (which were integrated audits in 2008 and 2007). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.



F-2


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Index to Consolidated Financial Statements and Information

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company ; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Kyoto Audit Corporation

Kyoto, Japan

June 24, 2008


F-3


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

CONSOLIDATED BALANCE SHEETS

ASSETS



    Yen in millions
  U.S. dollars
in thousands

    March 31
  March 31,
    2007
   2008
  2008
Current assets:                
  Cash and cash equivalents ¥88,784     ¥100,809     $ 1,006,178  
 
Trade notes and accounts receivable, net of allowance for doubtful accounts of ¥1,270 million in March 31, 2007 and ¥795 million ($7,935 thousand) in March 31, 2008:
               
 
Notes
17,318     17,205     171,724  
 
Accounts
147,014     148,928     1,486,456  
  Inventories 64,308     69,818      696,856  
  Other current assets 21,238     20,238     201,996  
   
 
 
 
Total current assets
338,662      356,998     3,563,210   
   
 
 
  Marketable securities and other securities investments 21,805     15,273      152,441  
  Investments in and advances to affiliated companies 2,194     2,102     20,980  
   
 
 
     23,999     17,375     173,421  
  Property, plant and equipment:                
 
Land
38,289     39,389     393,143  
 
Buildings
103,325     110,258     1,100,489  
 
Machinery and equipment
258,970     264,019      2,635,183  
 
Construction in progress
13,717     11,309     112,876  
   
 
 
    414,301     424,975     4,241,691  
 
Less - Accumulated depreciation
(207,059 )   (226,146 )   (2,257,171 )
   
 
 
    207,242     198,829     1,984,520  
   
 
 
  Goodwill 67,780     71,223     710,879  
  Other non-current assets, net of allowance for doubtful accounts of ¥893 million in March 31, 2007 and ¥1,451 million ($14,482 thousand) in March 31, 2008 24,940     27,289     272,372  
   
 
 
 
Total assets
¥ 662,623     ¥ 671,714     $ 6,704,402  
   
 
 

The accompanying notes are an integral part of these financial statements.


F-4


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS’ EQUITY



    Yen in millions
  U.S. dollars
in thousands

    March 31
  March 31,
    2007
   2008
  2008
Current liabilities:                
  Short-term borrowings ¥ 78,848     ¥ 68,854     $ 687,234  
  Current portion of long-term debt 3,216     29,196     291,406  
  Trade notes and accounts payable 117,665     121,698     1,214,672  
  Other current liabilities 35,640     33,351     332,878  
   
 
 
 
Total current liabilities
235,369     253,099     2,526,190  
Long-term liabilities:                
  Long-term debt 31,560     3,430     34,235  
  Accrued pension and severance costs 13,013     14,953     149,246  
  Other long-term liabilities 11,212     12,462     124,384  
   
 
 
 
Total long-term liabilities
55,785     30,845     307,865  
   
 
 
Minority interest in consolidated subsidiaries 66,453     68,186     680,567  
 
 
 
Commitments and contingencies (Note 24)                
Shareholders’ equity:                
 
Common stock authorized 2007 and 2008: 480,000,000 shares ; issued and outstanding:
2007 - 144,780,492 shares/
2008 - 144,987,492 shares
65,868     66,248     661,224  
  Additional paid-in capital 68,469     68,859     687,284  
  Retained earnings 160,480     193,407     1,930,402  
  Accumulated other comprehensive income :                
 
Foreign currency translation adjustments
6,874     (10,233   (102,136
 
Unrealized gains from securities
3,324     1,016     10,141  
 
Pension liability adjustments
263     568     5,669  
 
Treasury stock, at cost:
2007 - 44,966 shares /
2008 - 47,495 shares
(262 )   (281 )   (2,804 )
   
 
 
 
Total shareholders’ equity
305,016     319,584     3,189,780  
   
 
 
 
Total liabilities and shareholders’ equity
¥ 662,623     ¥ 671,714     $ 6,704,402  
   
 
 

The accompanying notes are an integral part of these financial statements.



F-5


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

CONSOLIDATED STATEMENTS OF INCOME



    Yen in millions
   U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
  Net sales ¥ 536,858     ¥ 629,667     ¥ 742,126     $ 7,407,186  
  Operating expenses:                      
 
Cost of products sold
413,012     486,627     583,910     5,828,027  
 
Selling, general and administrative expenses
41,188     46,276     51,283     511,857  
 
Research and development expenses
29,232     32,755     30,100     300,429  
   
 
 
 
    483,432     565,658     665,293     6,640,313  
   
 
 
 
 
Operating income
53,426     64,009     76,833     766,873  
   
 
 
 
  Other income (expense):                      
 
Interest and dividend income
1,664     2,565     2,930     29,244  
 
Interest expense
(1,362 )   (2,022 )   (2,421 )   (24,164 )
 
Foreign exchange gain (loss), net
7,866     1,757     (14,110   (140,832 )
 
Gain from marketable securities, net
3,869     943     454     4,531  
 
Other, net
(1,085 )   (1,657 )   (1,003 )   (10,011 )
   
 
 
 
    10,952     1,586     (14,150   (141,232 )
   
 
 
 
  Income before income taxes 64,378     65,595     62,683     625,641  
  Income taxes (15,213 )   (17,460 )   (15,484 )   (154,546 )
   
 
 
 
  Income before minority interest and equity in earnings of affiliated companies 49,165     48,135     47,199     471,095  
  Minority interest in income of consolidated subsidiaries 8,170     8,130     6,082     60,704  
  Equity in net losses (income) of affiliated companies 46     73     (39 )   (389
   
 
 
 
  Net income ¥ 40,949     ¥ 39,932     ¥ 41,156     $ 410,780  
   
 
 
 
                 
    Yen   U.S. dollars
  Per share data:
 
    Net income - basic ¥ 285.47     ¥ 276.03     ¥ 284.00     $ 2.83  
    - diluted ¥ 275.05     ¥ 268.25     ¥ 276.29     $ 2.76  
    Cash dividends ¥ 25.00     ¥ 40.00     ¥ 50.00     $ 0.50  
   
 
 
 


The accompanying notes are an integral part of these financial statements.


F-6


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME



    Yen in millions
    Common stock   Additional
paid-in
capital
  Retained earnings   Accumulated
other
comprehensive
income (loss)
  Treasury
stock,
at cost
  Total
    Shares   Amount  
  Balance at March 31, 2005 142,504,926    ¥61,180    ¥63,799    ¥88,954    ¥(6,745 )    ¥(148)    ¥207,040   
  Comprehensive income:                              
 
Net income
            40,949             40,949  
 
Other comprehensive income (loss):
                             
 
Foreign currency translation adjustments
                9,391         9,391  
 
Unrealized gains from securities, net of reclassification adjustment
                1,086         1,086  
 
Minimum pension liability adjustment
                (59       (59
 
Total comprehensive income
                          51,367  
  Dividends paid             (3,569 )           (3,569 )
  Conversion of convertible debt 2,032,966   4,242   4,240                 8,482  
  Exercise of stock option 123,400   227   250                 477  
  Issuance cost of new stock         (49               (49
  Purchase of treasury stock                       (89)   (89
   
 
 
 
 
 
 

  Balance at March 31, 2006 144,661,292   ¥65,649   ¥68,240   ¥126,334   ¥3,673     ¥(237)   ¥263,659  
   
 
 
 
 
 
 

  Comprehensive income:                              
 
Net income
            39,932             39,932  
 
Other comprehensive income (loss):
                             
 
Foreign currency translation adjustments
                6,949         6,949  
 
Unrealized losses on securities, net of reclassification adjustment
                (539       (539
 
Minimum pension liability adjustment
                (25       (25
 
Total comprehensive income
                          46,317  
 
Adjustment to initially apply SFAS No. 158, net of tax
                403         403  
 
Total
                          46,720  
  Dividends paid             (5,786 )           (5,786 )
  Exercise of stock option 119,200   219   234                 453  
  Issuance cost of new stock         (5               (5
  Purchase of treasury stock                       (25)   (25
   
 
 
 
 
 
 

  Balance at March 31, 2007 144,780,492   ¥65,868   ¥68,469   ¥160,480   ¥10,461     ¥(262)   ¥305,016  
   
 
 
 
 
 
 


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NIDEC CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME



    Yen in millions
    Common stock   Additional
paid-in
capital
  Retained earnings   Accumulated
other
comprehensive
income (loss)
  Treasury stock,
at cost
  Total
    Shares   Amount  
  Balance at March 31, 2007  144,780,492    ¥65,868    ¥68,469    ¥160,480     ¥10,461       ¥(262)    ¥305,016    
  Cumulative effect resulting from the adoption of FIN No. 48              (987)              (987
  Comprehensive income:                              
 
Net income
            41,156              41,156  
 
Other comprehensive income (loss):
                             
 
Foreign currency translation adjustments
                (17,107       (17,107
 
Unrealized losses on securities, net of reclassification adjustment
                (2,308       (2,308
 
Pension liability adjustments
                305         305  
 
Total comprehensive income
                          22,046  
  Dividends paid             (7,242)             (7,242 )
  Exercise of stock option 207,000   380   390                 770  
  Purchase of treasury stock                       (19)   (19
   
 
 
 
 
 
 

  Balance at March 31, 2008 144,987,492   ¥66,248   ¥68,859   ¥193,407    ¥(8,649   ¥(281)   ¥319,584  
   
 
 
 
 
 
 


    U.S. dollars in thousands
    Common
Stock
  Additional
paid-in
capital
  Retained earnings   Accumulated
other
comprehensive
income (loss)
  Treasury stock,
at cost
  Total
   
  Balance at March 31, 2007 $657,431    $683,392   $1,601,756    $104,412      $(2,615    $3,044,376   
  Cumulative effect resulting from the adoption of FIN No. 48         (9,851)               (9,851
  Comprehensive income:                            
 
Net income
        410,780                410,780  
 
Other comprehensive income (loss):
                           
 
Foreign currency translation adjustments
            (170,746         (170,746
 
Unrealized losses on securities, net of reclassification adjustment
            (23,036 )         (23,036 )
 
Pension liability adjustments
            3,044           3,044  
 
Total comprehensive income
                        220,042  
  Dividends paid         (72,283)               (72,283 )
  Exercise of stock option 3,793   3,892                   7,685  
  Purchase of treasury stock                   (189   (189 )
   
 
 
 
 
 

  Balance at March 31, 2008 $661,224   $687,284   $1,930,402    $(86,326   $(2,804   $3,189,780  
   
 
 
 
 
 



The accompanying notes are an integral part of these financial statements.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS



    Yen in millions
   U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2006
   2007
  2008
  2008
 Cash flows from operating activities:                
  Net income ¥ 40,949     ¥ 39,932     ¥ 41,156      $ 410,780  
  Adjustments to reconcile net income to net cash provided by operating activities:                      
 
Depreciation
26,285     29,997     36,334     362,651  
 
Amortization
341     690     1,638     16,349  
 
Gain from marketable securities, net
(3,869 )   (943 )   (454 )   (4,531 )
 
Loss on sales, disposal or impairment of property, plant and equipment
189     1,737     1,636     16,329  
 
Deferred income taxes
1,586     (995 )   2,065     20,611  
 
Minority interest in income of consolidated subsidiaries
8,170     8,130     6,082     60,704  
 
Equity in net losses (income) of affiliated companies
46     73     (39 )   (389 )
 
(Gain) loss from derivative instruments, net
(75 )   11     (16 )   (160 )
 
Gain from sale of investments in affiliated companies
-     (54 )   -     -  
 
Foreign currency adjustments
(4,237 )   368     8,305     82,893  
 
Accrual for pension and severance costs, net payments
(2,924 )   (1,908 )   (1,551 )   (15,481 )
 
Changes in operating assets and liabilities:
                     
 
(Increase) decrease in notes and accounts receivable
(9,806 )   (10,414 )   26     260  
 
(Increase) decrease in inventories
(10,256 )   1,805     (5,575 )   (55,644 )
 
Increase (decrease) in notes and accounts payable
7,943     (4,223 )   5,949     59,377  
 
Increase (decrease) in accrued income taxes
601     2,491     (3,601 )   (35,942 )
  Other 989     (1,974 )   2,861     28,555  
   
 
 
 
 
Net cash provided by operating activities
¥ 55,932     ¥ 64,723     ¥ 94,816     $ 946,362  
   
 
 
 


The accompanying notes are an integral part of these financial statements.


F-9


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS



    Yen in millions
   U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2006
   2007
  2008
  2008
 Cash flows from investing activities:                      
  Additions to property, plant and equipment ¥ (43,185 )   ¥ (39,144 )   ¥ (35,660 )   $ (355,924 )
  Proceeds from sales of property, plant and equipment 1,505     1,089     2,010     20,062  
  Purchases of marketable securities (329 )   (4 )   (231 )   (2,306 )
  Proceeds from sales of marketable securities 4,083     1,071     2,761     27,558  
  Investments in and advances to affiliated companies (725 )   -     -     -  
  Proceeds from sales of investments in affiliated companies -     774     -     -  
  Acquisitions of consolidated subsidiaries, net of cash acquired -     (25,322 )   (2,619 )   (26,140 )
  Payments for additional investments in subsidiaries (5,283 )   (16,588 )   (8,043 )   (80,277 )
  Proceeds from sale of investment in subsidiaries -     135     -     -  
  Other (41 )   (946 )   (1,942 )   (19,384 )
   
 
 
 
 
Net cash used in investing activities
(43,975 )   (78,935 )   (43,724 )   (436,411 )
   
 
 
 
 Cash flows from financing activities:                      
  Increase (decrease) in short-term borrowings 13,080     22,649     (15,123   (150,943 )
  Proceeds from issuance of long-term debt 100     -     137     1,367  
  Repayments of long-term debt (3,130 )   (6,696 )   (3,966 )   (39,585 )
  Proceeds from issuance of new shares 454     438     761     7,596  
  Dividends paid (3,569 )   (5,786 )   (7,242 )   (72,283 )
  Other (1,591 )   (1,662 )   (1,847 )   (18,435 )
   
 
 
 
 
Net cash provided by (used in) financing activities
5,344     8,943     (27,280   (272,283
   
 
 
 
 Effect of exchange rate changes on cash and cash equivalents   4,667     1,974     (11,787   (117,646
 Net increase (decrease) in cash and cash equivalents   21,968     (3,295 )   12,025     120,022  
 Cash and cash equivalents at beginning of year   70,111     92,079     88,784     886,156  
   
 
 
 
 Cash and cash equivalents at end of year   ¥ 92,079     ¥ 88,784     ¥ 100,809     $ 1,006,178  
   
 
 
 


The accompanying notes are an integral part of these financial statements.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Nature of operations:


NIDEC Corporation (the “Company”) and its subsidiaries (collectively “NIDEC”) are primarily engaged in the design, development, manufacturing and marketing of i) small precision motors, which include spindle motors for computer hard disk drives, motors for optical disk drives, small precision fans and other small motors; ii) mid-size motors, which are used in automobiles, various electric household appliances and industrial equipment; iii) machinery, which includes, power transmission equipment, semi-conductor manufacturing supplies, test systems, measuring equipment, card readers, industrial robots and factory automation systems; iv) electronic and optical components, which include camera shutters, camera lends units, encoders, switches, trimmer potentiometers, motor driven actuator units, optical pickup units, processing and precision plastic mold products; v) other products, which include auto parts, pivot a ssemblies and other services. Manufacturing operations are located primarily in Asia (China, Thailand, the Philippines and Singapore), and NIDEC has sales subsidiaries primarily in Asia, North America and Europe.


The main customers for spindle motors are manufacturers of hard disk drives. NIDEC also sells its products to the manufacturers of various automation equipment, electric household appliances, home video game consoles, telecommunication and audio-visual equipment, and automotive components.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



2. Summary of significant accounting policies:


The Company and its subsidiaries in Japan maintain their records and prepare their financial statements in accordance with accounting principles generally accepted in Japan, and its foreign subsidiaries in conformity with those of their countries of domicile. Certain adjustments and reclassifications have been incorporated in the accompanying consolidated financial statements to conform with accounting principles generally accepted in the United States of America. Significant accounting policies after reflecting adjustments for the above are as follows:


Estimates -

The preparation of NIDEC’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates include allowance for doubtful accounts, depreciation and amortization of long-lived assets, valuation allowance for deferred tax assets, fair value of financial instruments, uncertain tax positions and pension liabilities. Actual results could differ from those estimates.


Basis of consolidation and accounting for investments in affiliated companies -

The consolidated financial statements include the accounts of the Company and those of its majority-owned subsidiary companies. All significant intercompany transactions and accounts have been eliminated. Companies over which NIDEC exercises significant influence, but which it does not control, are classified as affiliated companies and accounted for using the equity method. Consolidated net income includes NIDEC’s equity in current earnings (losses) of such companies, after elimination of unrealized intercompany profits.


On occasion, a consolidated subsidiary or affiliated company accounted for by the equity method may issue its shares to third parties as either public or private offering or upon conversion of convertible debt to common stock at amounts per share in excess of or less than NIDEC’s average per share carrying value. With respect to such transactions, where the sale of such shares is not part of a broader corporate reorganization and the reacquisition of such shares is not contemplated at the time of issuance, the resulting gains or losses arising from the change in interest are recorded in income for the year when the change in interest transaction occurs. If reacquisition of such shares is contemplated at the time of issuance or realization of such gain is not reasonably assured (i.e., the entity is newly formed, non-operating, a research and development or start-up/development stage entity, or where the entity’s ability t o continue in existence is in question), the transaction is accounted for as a capital transaction.



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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



NIDEC does not hold any interests in variable interest entities, therefore does not provide the disclosures required by FIN No.46R “Consolidation of Variable Interest Entities – an interpretation of ARB No.51”.


Translation of foreign currencies -

All asset and liability accounts of foreign subsidiaries and affiliates are translated into Japanese yen at the year-end exchange rates and all income and expense accounts are translated at exchange rates that approximate those prevailing at the time of the transactions. The resulting translation adjustments are included as a component of accumulated other comprehensive income in shareholders’ equity.


Monetary assets and liabilities denominated in foreign currencies are translated at the year-end exchange rates and the resulting transaction gains or losses are taken into income.


Cash and cash equivalents -

Cash and cash equivalents include all highly liquid investments, with original maturities of three months or less that are readily convertible to known amounts of cash and are so near maturity that they present insignificant risk of changes in value because of changes in interest rates.


Inventories -

Inventories are stated at the lower of cost or market. Cost is determined principally on the weighted average cost basis. Cost includes the cost of materials, labor and applied factory overhead. Projects in progress, which mainly relate to production of factory automation equipment based on contracts with customers, are stated at the lower of cost or market, cost being determined as the accumulated production cost.


Marketable securities -

Marketable securities consist of equity securities that are listed on recognized stock exchanges and debt securities. Equity securities designated as available-for-sale are carried at fair value with changes in unrealized gains or losses included as a component of accumulated other comprehensive income in shareholders’ equity, net of applicable taxes. Realized gains and losses are determined on the average cost method and are reflected in the statement of income. Other than temporary declines in market value of individual securities classified as available-for-sale are charged to income in the period the loss occurs. Debt securities designated as held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Derivative financial instruments -

NIDEC employs derivative financial instruments, including interest rate swaps, interest rate currency swaps, interest rate caps agreements and foreign exchange forward contracts to manage its exposure to fluctuations in foreign currency exchange rates and interest rates. Derivative contracts are marked to market and changes in value, both increases and decreases, are recognized directly in the consolidated statement of income. There are no derivatives designated as hedges or accounted for as hedges under SFAS No.133, "Accounting for derivative Instruments and Hedging Activities".


Property, plant and equipment -

Property, plant and equipment are stated at cost. Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations. Depreciation of property, plant and equipment is mainly computed on the declining-balance method to reflect the manner in which the machinery is used due to short product cycles and rapid technology changes by the Company, its Japanese subsidiaries and its Thai manufacturing subsidiary, which mainly produce high-end spindle motors for hard disk drives and are usually the first to commence production of new products, and on the straight-line method for foreign subsidiary companies (except for the Thai subsidiary manufacturing as described above) at rates based on the estimated useful lives of the assets. Estimated useful lives range from 10 to 20 years for most spindle motor factories, from 7 to 47 years for factories to produce other products, 50 years for the head office and sales offices, from 2 to 22 years for leasehold improvement, and from 2 to 15 years for machinery and equipment.


For the Company and its subsidiaries located in Japan, NIDEC changed its calculation method for salvage value of machineries and equipments, from 5% of acquisition costs of the assets to 1 yen on a prospective basis. NIDEC assessed that the assets they currently own are worth less than 5% of the acquisition cost at the point of the disposition. The change of the calculation method did not have any material impact on their operating results for the year ended March 31, 2008.


Depreciation expense amounted to ¥26,285 million, ¥29,997 million, and ¥36,334 million ($362,653 thousand) for the years ended March 31, 2006, 2007, and 2008, respectively.


Lease-

NIDEC applies SFAS No.13 “Accounting for Leases”. Under SFAS No.13, certain lease agreements of property, plant and equipment where NIDEC has substantially all the risks and rewards of ownership are classified as capital leases and related obligations are recorded as liabilities. Capital leases are capitalized at the commencement of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments.


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Index to Consolidated Financial Statements and Information

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Goodwill -

Goodwill represents the excess of purchase price and related costs over the fair value of net assets of acquired businesses. Under SFAS No.142 “Goodwill and Other Intangible Assets”, goodwill acquired in business combinations is not amortized but tested annually for impairment. NIDEC tests for impairment at the reporting unit level on January 1 of each year. In addition, NIDEC tests for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This test is a two-step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value, which is based on discounted future cash flows, exceeds the carrying amount, goodwill is not considered impaired. If the carrying amoun t exceeds the fair value, the second step must be performed to measure the amount of the impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.


Long-lived assets -

NIDEC reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated as the excess of the assets carrying value over its fair value. Long-lived assets that are to be disposed of other than by sale are considered to be held and used until the disposal. Long-lived assets that are to be disposed of by sale are reported at the lower of their carrying value or fair value less costs to sell. Reductions in carrying value are recognized in the period in which long-lived assets are classified as held for sale.


Revenue recognition -

NIDEC recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assumed. For small precision motors, mid-size motors and electronic and optical components, these criteria are generally met at the time a product is delivered to the customers’ site which is the time the customer has taken title to the product and the risk and rewards of ownership have been substantively transferred. These conditions are met at the time of delivery to customers in domestic sales (FOB destination) and at the time of shipment for export sales (FOB shipping point). Revenue for machinery sales is recognized upon receipt of final customer acceptance. At the time the related revenue is recognized, NIDEC makes provisions for estimated product returns.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Research and development expenses-

Research and development expenses, mainly consisting of personnel and depreciation expenses at research and development branches, are charged to operations as incurred.


Advertising costs -

Advertising and sales promotion costs are expensed as incurred. Advertising costs were ¥277 million, ¥337 million, and ¥372 million ($3,713 thousand) for the years ended March 31, 2006, 2007 and 2008, respectively.


Income taxes -

The provision for income taxes is computed based on the pretax income included in the consolidated statement of income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.


NIDEC recognizes the financial statement effects of tax positions when it is more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Interest and penalties accrued related to unrecognized tax benefits are included in other, net in the consolidated statements of income.


Earnings per share -

Basic net income per common share is calculated by dividing net income by the weighted-average number of shares outstanding during the reported period. The calculation of diluted net income per common share is similar to the calculation of basic net income per share, except that the weighted-average number of shares outstanding includes the additional dilution from potential common stock equivalents such as convertible bonds and options.


Other comprehensive income -

NIDEC’s other comprehensive income is primarily comprised of unrealized gains and losses on marketable securities designated as available-for-sale, foreign currency translation adjustments and adjustments to recognize pension liabilities associated with NIDEC’s defined benefit pension plans.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Stock-based compensation-


NIDEC elected to apply Accounting Principle Board Opinion (“APB”) No. 25 in accounting for its stock-based compensation plans approved on May 14, 2003. Under APB No.25, no compensation expense was recognized on the grant date, since at that date, the option price equals the market price of the underlying common stock.


In December 2004, the FASB issued SFAS No. 123R (“SFAS 123R”), revised 2004, “Share-Based Payment.” SFAS 123R requires measurement of compensation cost for all share-based payments (including employee stock options) at fair value for interim or annual periods beginning after June 15, 2005. NIDEC adopted SFAS 123R using the modified-prospective transition method beginning April 1, 2006. The adoption of SFAS 123R did not have any material impact on NIDEC’s consolidated financial position, consolidated results of operations, or liquidity.


The modified prospective approach that NIDEC adopts, applies only to new awards and to awards modified, repurchased, or cancelled after the required effective date. Since there were no new awards or modifications, repurchases, and cancellation of existing awards, pro forma information for awards for which NIDEC applied APB 25 is not required.


Reclassification

Certain reclassifications of previously reported amounts have been made to the consolidated statements of income for the years ended March 31, 2006 and 2007 to conform to the current year presentation. Such reclassifications have no effect on income.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Accounting Changes

In June 2006, the Financial Accounting Standards Board (the “FASB”) released FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109 (“FIN 48”). The Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. NIDEC adopted FIN 48 as of April 1, 2007, as discussed in note No. 19 “Income taxes”.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Recent Accounting Pronouncements to be adopted in future periods

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements.” SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 is effective for fiscal years beginning after November 15, 2007. NIDEC is currently evaluating the potential impact from adopting SFAS 157 on its consolidated financial position, results of operation or liquidity.


In September 2006, the FASB issued SFAS 158. The measurement date provision of SFAS 158 requires that the measurement of plan assets and benefit obligations be as of the date of the employer’s statement of financial position, not up to three months earlier as had been permitted by Statements 87 and 106. This provision of SFAS 158 is effective for fiscal years ending after December 15, 2008. Upon adoption, NIDEC expects that the beginning balance of accrued pension and severance costs would be increased by approximately ¥230 million ($2,296 thousand) and the beginning balance of retained earnings would be reduced by approximately ¥130 million ($1,298 thousand) for the year ending March 31, 2009.


In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities— including an amendment of FASB Statement No. 115”. SFAS 159 enables entities to choose  to measure eligible financial assets and financial liabilities at fair value, with changes in value recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. NIDEC is currently evaluating the potential impact from adopting SFAS 159 on its consolidated financial position, results of operation or liquidity.


In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007) (“SFAS 141R”), “Business Combinations”. SFAS 141R requires that assets acquired, liabilities assumed, contractual contingencies, and contingent consideration be measured at fair value as of the acquisition date, that acquisition-related costs be expensed as incurred, that restructuring costs generally be expensed in periods subsequent to the acquisition date, and the changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. SFAS 141R is required to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of fiscal year beginning on or after December 15, 2008. NIDEC is currently evaluating the potential impact from adopting SFAS 141R on its consolidated financi al position, results of operation or liquidity.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 (“SFAS 160”), “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. SFAS 160 recharacterizes minority interests in a subsidiary as non-controlling interests and requires the presentation of noncontrolling interests as equity in the consolidated balance sheets, and separate identification and presentation in the consolidated statement of income of net income attributable to the entity and the noncontrolling interest. SFAS 160 also requires all the transactions for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation be recognized as equity transactions. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. NIDEC is currently evaluating the potential impact from adopting SFAS 160 on its consolidated financia l position, results of operation or liquidity.


In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (“SFAS 161”), “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. NIDEC is currently evaluating the potential impact from adopting SFAS 161 on its consolidated financial position, results of operation or liquidity.


In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162 (“SFAS 162”), “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS 162 is effective 60 days following the SEC’ approval of the Public Company Accounting Oversight Board Auditing amendments. NIDEC is currently evaluating the potential impact from adopting SFAS 162 on its consolidated financial position, results of operation or liquidity.


3. U.S. dollar amounts:


U.S. dollar amounts presented in the consolidated financial statements and the related notes are included solely for the convenience of the reader and are unaudited. These translations should not be construed as representations that the yen amounts actually represent, or have been or could be converted into, U.S. dollars. For this purpose, the rate of ¥100.19 = U.S. $1, the approximate current exchange rate at March 31, 2008, was used for the presentation of the U.S. dollar amounts in the accompanying consolidated financial statements of NIDEC as of and for the year ended March 31, 2008.


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Index to Consolidated Financial Statements and Information

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



4. Acquisitions and dispositions:


NIDEC made no significant business acquisitions or disposal for the year ended March 31, 2006.


On November 8, 2006, NIDEC acquired a 98.9% share in Fujisoku Corporation (“FSKC”). FSKC manufactures and sells industrial switches, memory cards, panel switches and electronic measuring instruments. The purchase consideration for the investment in FSKC was ¥1,031 million and NIDEC acquired 145,956 shares, and goodwill of ¥1,987 million was recognized at the acquisition date. NIDEC believes further synergies with FSKC in R&D activities, manufacturing and sales will significantly enhance NIDEC’s product portfolio and ability to meet increase the customer requirements as well as increasing corporate value of both companies.


On December 27, 2006, NIDEC acquired all of the voting rights of the Motors & Actuators business of Valeo S.A., France. As a result, NIDEC has included seven additional companies (“NMA group”) in its scope of consolidation as wholly owned subsidiaries of NIDEC. NMA group manufactures motors and actuators for automobiles such as the air flow system, body closure system, occupant positioning system, brake system, etc. By acquiring NMA group NIDEC expects to enhance its business channel in the automobile industry, assimilate motor engineers and expand overseas business. The purchase consideration for the investment in NMA Group was ¥15,710 million and goodwill of ¥6,772 million was recorded at the acquisition date.


On February 23, 2007, NIDEC acquired a 87.1% share in Brilliant Manufacturing Limited, currently Nidec Brilliant Co., Ltd. (“NBC”). NBC is engaged in manufacturing and sales of base plate die-casting and top cover used in hard disk drives. By acquiring NBC, NIDEC increased its manufacturing capability in Asia and consequently, expects to geographically supplement its synergy among manufacturing subsidiaries of NIDEC. NIDEC also expects to accelerate in-house manufacturing capability and strengthen NIDEC competitiveness to maximize corporate value. The purchase consideration for the investment in NBC was ¥13,532 million, NIDEC acquired 406,031,100 shares and goodwill of ¥8,134 million was recorded at the acquisition date.



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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



On April 27, 2007, NIDEC acquired 18,203,000 shares (or, 51.7%) of the common stock in Japan Servo Co., Ltd. (“JSRV”), which manufactures and sells motors and motor applied products. Since NIDEC already owned 1,466 shares of JSRV’s common stock prior to April 27, 2007, total shares and purchase price for JSRV were 18,204,466 and ¥4,810 million ($48,009 thousand), respectively. NIDEC recognized goodwill amounting to ¥572 million ($5,709 thousand) as a result of this acquisition. During the period between April 27, 2007 and March 31, 2008, NIDEC acquired an additional 3,288,000 shares of JSRV’s common stock, increasing its ownership interest in JSRV to 61.1%. As a result, the number of shares of JSRV common stock held by NIDEC as of March 31, 2008 totaled 21,492,466, representing a ¥6,611 million ($65,985 thousand) purchase price in total, and recognized preliminary goodwill amounted to ¥1,6 10 million ($16,069 thousand). This acquisition is intended to achieve an optimal blend of the technological expertise and production scale that the two companies have developed to date, particularly in the market of small precision motors.


The total cost of the acquisition has been allocated to the assets acquired and the liabilities assumed based on their respective fair values at the date of the acquisition in accordance with SFAS 141, “Business Combinations”.


The following represents the unaudited pro forma results of operations of NIDEC for the year ended March 31, 2007 and 2008, as if the acquisition in these companies had occurred on April 1, 2006. The unaudited pro forma results of operations are presented for comparative purposes only and are not necessarily indicative of the results of operations that may occur in the future or that would have occurred had the acquisitions been in effect on the dates indicated.


  Yen in millions   U.S. dollars
in thousands
  For the year ended March 31
(Unaudited)
For the year ended
March 31,

2008
  2007 2008 (Unaudited)
              
  Pro forma net sales ¥ 697,505   ¥ 745,006     $ 7,435,932  
  Pro forma net income 37,260   40,684      406,068  
               
  Yen U.S. dollars
  Pro forma net income per common share              
  -basic ¥ 257.56   ¥ 280.75     $ 2.80  
   -diluted 250.30   273.12     2.73  
           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



The assets acquired and liabilities assumed on consolidation in 2007 are as follows:


    Yen in millions
    For the year ended March 31, 2007
    NMA    FSKC    NBC    TOTAL
  Cash and cash equivalents ¥ 3,681     ¥ 346     ¥ 924     ¥ 4,951  
  Accounts receivable 6,043     1,681     1,598     9,322  
  Inventories 1,901     1,348     1,241     4,490  
  Other current assets 787     551     679     2,017  
  Property, plant and equipment 8,923     1,324     5,984     16,231  
  Goodwill 6,772     1,987     8,134     16,893  
  Other non-current assets 10,688     478     1,400     12,566  
   
 
 
 
  Total assets acquired 38,795     7,715     19,960     66,470  
   
 
 
 
  Short-term borrowings and current portion of long-term debt (7,936 )   (2,222 )   (2,599 )   (12,757 )
  Accounts payable (5,303 )   (1,647 )   (650 )   (7,600 )
  Other current liabilities (2,048 )   (391 )   (1,507 )   (3,946 )
  Long-term debt (176 )   (1,951 )   (550 )   (2,677 )
  Other non-current liabilities (7,622 )   (473 )   (150 )   (8,245 )
   
 
 
 
  Total liabilities assumed (23,085 )   (6,684 )   (5,456 )   (35,225 )
   
 
 
 
  Minority interest -     (0   (972   (972
  Purchase price 15,710     1,031     13,532     30,273  
  Cash acquired (3,681 )   (346 )   (924 )   (4,951 )
   
 
 
 
  Net cash paid (acquired) ¥ 12,029     ¥ 685     ¥ 12,608     ¥ 25,322  
   
 
 
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



For the year ended March 31, 2008 NIDEC adjusted goodwill and the fair value of the assets acquired and liabilities assumed to reflect the final purchase price allocations in respect of both NMA Group and NBC. The following table shows the adjustments to amounts recognized in the preliminary purchase allocations represented in the former table.


    Yen in millions
    For the year ended March 31, 2007
    NMA    NBC    TOTAL
  Inventories -     ¥ 176     ¥ 176  
  Property, plant and equipment 1,265     585     1,850  
  Goodwill (995   (652   (1,647
  Other non-current assets (213   9     (204
   
 
 
  Total assets acquired 57     118     175  
   
 
 
  Other non-current liabilities (57 )   (118 )   (175 )
   
 
 
  Total liabilities assumed ¥ (57 )   ¥ (118 )   ¥ (175 )
   
 
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



The assets and liabilities assumed on consolidation in 2008 are as follows;


    Yen in millions    U.S. dollars in thousands
    For the year ended March 31, 2008   For the year ended
March 31, 2008
    JSRV  
  Cash and cash equivalents ¥ 2,191     $ 21,869  
  Accounts receivable 9,018     90,009  
  Inventories 4,189     41,811  
  Other current assets 1,201     11,987  
  Property, plant and equipment 6,752     67,392  
  Goodwill 572     5,709  
  Other non-current assets 1,900     18,963  
   
 
  Total assets acquired 25,823     257,740  
   
 
  Short-term borrowings and current portion of long-term debt (6,126 )   (61,144 )
  Accounts payable (5,499 )   (54,886 )
  Other current liabilities (1,998 )   (19,941 )
  Long-term debt (619 )   (6,178 )
  Other non-current liabilities (3,019 )   (30,133 )
   
 
  Total liabilities assumed (17,261 )   (172,282 )
   
 
  Minority interest (3,752   (37,449
  Purchase price 4,810     48,009  
  Cash acquired (2,191 )   (21,869 )
   
 
  Net cash paid (acquired) ¥ 2,619     $ 26,140  
   
 


For purpose of segment disclosure, the goodwill was assigned to each operating segments as follows.

  Yen in millions   U.S. dollars in thousands
  March 31   March 31,
  2007   2008   2008
  NCJ ¥ 14,906   ¥ 572   $ 5,709  
  NCEL  1,987    -    -  
  ¥ 16,893   ¥ 572   $ 5,709  


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



A summary of the major identified capitalized intangible assets and related amortization is as follows.


  Years
  Yen in millions
  weighted average amortization period
  March 31, 2007
    Gross carrying amounts
Accumulated amortization
Proprietary technology
 10     ¥ 2,364     ¥ 59  
Customer relationships
 12     7,277     152  
Other
 2 to 10     360     34  
     
 
Total
      ¥ 10,001     ¥ 245  
     
 

No material intangible asset has been identified to be disclosed with regard to the business acquisitions of FSKC and NBC in 2007.


  Years
  Yen in millions
  U.S dollars in thousands
  weighted average amortization period
  March 31, 2008
  March 31, 2008
    Gross carrying amounts
Accumulated amortization
Gross carrying amounts
Accumulated amortization
Patent rights
 8     ¥ 86     ¥ 15     $ 858     $ 150  
Proprietary technology
 20     50     2     499      20  
Customer relationships
 1     6     6     60     60  
Other
 6     4     1     40     10  
     
 
 
 
Total
      ¥ 146     ¥ 24     $ 1,457     $ 240  
     
 
 
 

There was no material pre-existing contractual relationship under the Emerging Issues Task Force 04-1 “Accounting for Preexisting Relationships between the Parties to a Business Combination”, in relation to these business acquisitions.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



5. Goodwill and other intangible assets


Intangible assets subject to amortization are summarized as follows:


    Yen in millions   U.S dollars in thousands
    March 31   March 31,
    2007    2008   2008
    Gross carrying amounts   Accumulated amortization   Gross carrying amounts   Accumulated amortization   Gross carrying amounts   Accumulated amortization
  Patent rights ¥ 458     ¥ 99     ¥ 564     ¥ 180     $ 5,629     $ 1,797  
  Proprietary technology 2,364     59     2,422     298     24,174     2,974  
  Customer relationships 7,277     152     7,095     799     70,816     7,975  
  Software 3,928     1,666     5,408     2,084     53,977     20,800  
  Other 1,231     228     1,541     537     15,381     5,360  
 
Total
¥ 15,258     ¥ 2,204     ¥ 17,030     ¥ 3,898     $ 169,977     $ 38,906  

The weighted average amortization period for patent rights, proprietary technology, customer relationships and software are 9 years, 10 years, 12 years and 5 years, respectively.


Total amortization of intangible assets for the years ended March 31, 2006, 2007 and 2008 amounted to ¥192 million, ¥542 million and ¥1,540 million ($15,371 thousand), respectively.


Total indefinite live intangible assets amounted to ¥142 million and ¥142 million ($1,417 thousand) for the years ended March 31, 2007 and 2008, respectively.


The estimated aggregate amortization expense for intangible assets for the next five years is as follows:

     Years ending March 31,
  Yen in Millions
  U.S. dollars
in thousands

   2009    ¥ 1,934     $ 19,303  
   2010   1,713     17,098  
   2011   1,541     15,381  
   2012   1,394     13,914  
   2013   ¥ 1,269     $ 12,666  

Goodwill represents the excess of purchase price and related costs over the fair value of net assets of acquired businesses. On April 1, 2002, NIDEC adopted SFAS No. 142 “Goodwill and Other Intangible Assets”. Under SFAS No. 142, goodwill acquired in business combinations is not amortized but tested annually for impairment. If, between annual tests, an event, which would reduce the fair value below its carrying amount, occurs, NIDEC would recognize an impairment.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



NIDEC has completed the annual impairment test for existing goodwill as required by SFAS No. 142. For the years ended March 31, 2006, 2007 and 2008, NIDEC has determined that the fair value of each reporting unit which includes goodwill has been in excess of its carrying amount. Accordingly, for the years ended March 31, 2006, 2007 and 2008, no goodwill impairment loss has been recorded.


The carrying amounts of goodwill by operating segment as of March 31, 2007 and 2008 are as follows. Operating segment information is described at note No.25 (2).


  Yen in Millions
  U.S. dollars
in thousands

  March 31
   March 31,
     2007
  2008
  2008
    NCJ  ¥ 65,099      ¥ 68,531     $ 684,010  
    NCPL 312     312     3,114  
    NSCJ 81     81     808  
    NTSC 156     156     1,557  
    NCEL 2,065     2,076     20,721  
    NSNK 67     67     669  
 
 
 
      ¥ 67,780     ¥ 71,223     $ 710,879  
 
 
 

The changes in the carrying amount of goodwill for the year ended March 31, 2007 and 2008 are as follows:

  Yen in Millions
   U.S. dollars
in thousands

  2007
   2008
   2008
    Balance as of April 1  ¥ 44,266      ¥ 67,780     $ 676,515  
    Acquisition 16,893     572     5,709  
    Acquisition of minority interests 9,480     4,518     45,094  
    Purchase price allocation adjustments (2,859 )   (1,647 )   (16,439
 
 
 
    Balance as of March 31 ¥ 67,780     ¥ 71,223     $ 710,879  
 
 
 

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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



6. Supplemental cash flow information:


Cash payments for income taxes were ¥13,026 million, ¥15,965 million and ¥17,019 million ($169,867 thousand) for the years ended March 31, 2006, 2007 and 2008, respectively. Interest payments during the years ended March 31, 2006, 2007 and 2008 were ¥1,348 million, ¥1,907 million and ¥2,501 million ($24,963 thousand), respectively.


Tax benefits related to a stock-based compensation plan of ¥23 million, ¥16 million and ¥9 million ($90 thousand) were classified as operating cash flows for the years ended March 31, 2006, 2007 and 2008, respectively.


Because of the merger of Mitsubishi Tokyo Financial Group, Inc. and UFJ Holdings, Inc., on October 1, 2005, NIDEC’s shares of UFJ Holdings, Inc. were exchanged for the shares of the new company, Mitsubishi UFJ Financial Group. As a result of this share exchange, NIDEC recognized a gain of ¥1,123 million for the year ended March 31, 2006, which is included in ¥3,869 million of “Gain from marketable securities, net”.  Because of the share exchange of Sumitomo Mitsui Financial Group, Inc. and SMBC Friend Securities Co., LTD., on September 1, 2006, NIDEC’s shares of SMBC Friend Securities Co., LTD. were exchanged for the shares of the company, Sumitomo Mitsui Financial Group. As a result of this share exchange, NIDEC recognized a gain of ¥45 million for the year ended March 31, 2007, which is included in the ¥943 million of “Gain from marketable securities, net”.  Because of the share exchange of Mitsubishi UFJ Financial Group, Inc. and Mitsubishi UFJ Securities Co., LTD., on September 30, 2007, NIDEC’s shares of Mitsubishi UFJ Securities Co., LTD., were exchanged for the shares of the company, Mitsubishi UFJ Financial Group. As a result of this share exchange, NIDEC recognized a gain of ¥1 million ($10 thousand) for the year ended March 31, 2008, which is included in the ¥454 million ($4,531 thousand) of “Gain from marketable securities, net”.


Capital lease obligations of ¥1,995 million, ¥1,281 million and ¥1,075 million ($10,730 thousand) were incurred for the years ended March 31, 2006, 2007 and 2008, respectively.


Conversion of convertible debt into common stock was ¥8,482 million for the year ended March 31, 2006.  There was no impact for the years ended March 31, 2007 and 2008, respectively.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



7. Allowance for doubtful accounts:


NIDEC estimates losses for uncollectible accounts based on historical experience and the evaluation of the likelihood of success in collecting specific customer receivables.


An analysis of activity within the allowance for doubtful accounts for the years ended March 31, 2006, 2007 and 2008 is as follows:

    Yen in millions     U.S. dollars
in thousands
    March 31   March 31,
    2006   2007   2008   2008
  Allowance for doubtful accounts at beginning of year ¥ 1,071     ¥ 2,184     ¥ 2,163     $ 21,589  
  Provision for doubtful accounts, net of reversal 1,164     117     312     3,114  
  Write-offs (79 )   (375 )   (149 )   (1,487 )
  Acquisition and other (1   229     95     948  
  Translation adjustment and other 29     8     (175   (1,747
 
Allowance for doubtful accounts at end of year
¥ 2,184     ¥ 2,163     ¥ 2,246     $ 22,417  


8. Inventories:


Inventories consist of the following:

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Finished goods
¥ 26,960     ¥ 32,735     $ 326,729  
Raw materials
17,324     17,849     178,152  
Work in process
16,405     16,164     161,333  
Project in progress
1,212     816     8,145  
Supplies and other
2,407     2,254     22,497  
  ¥ 64,308     ¥ 69,818     $ 696,856  

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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



9. Other current assets:


Other current assets as of March 31, 2007 and 2008 consist of the following:

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Deferred tax assets (Note 19)
¥ 6,454     ¥ 6,896     $ 68,829  
Other receivable
6,501     4,271     42,629  
Time deposit
3,541     3,851     38,437  
Other
4,742     5,220     52,101  
  ¥ 21,238     ¥ 20,238     $ 201,996  

“Other” primarily consists of accrued tax and prepaid expenses.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



10. Marketable securities and other securities investments:


Marketable securities and other securities investments include debt and equity securities of which the aggregate fair value, gross unrealized gains and losses and cost are as follows:


  Yen in millions
  March 31, 2007
  Cost   Gross
unrealized
gains
  Gross
unrealized
losses
  Fair
value
Available-for-sale                      
Equity securities
¥ 7,361     ¥ 12,794     ¥ 37     ¥ 20,118  
Securities not practicable to fair value                      
Equity securities
¥ 1,687                    

  Yen in millions
  March 31, 2008
  Cost   Gross
unrealized
gains
  Gross
unrealized
losses
  Fair
value
Available-for-sale                      
Equity securities
¥ 6,239     ¥ 7,663     ¥ 291     ¥ 13,611  
Held-to-maturity                      
Japanese governmental debt securities
100     -     -     100  
  ¥ 6,339     ¥ 7,663     ¥ 291     ¥ 13,711  
Securities not practicable to fair value                      
Equity securities
¥ 1,562                    

  U.S. dollars in thousands
  March 31, 2008
  Cost   Gross
unrealized
gains
  Gross
unrealized
losses
  Fair
value
Available-for-sale                      
Equity securities
$62,272     $ 76,485     $ 2,904      $ 135,853  
Held-to-maturity                      
Japanese governmental debt securities
998     -     -     998  
  $ 63,270     $ 76,485     $ 2,904     $ 136,851  
Securities not practicable to fair value                      
Equity securities
$ 15,590                    

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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



During the years ended March 31, 2006, 2007 and 2008, the net unrealized gain on available-for-sale securities included as a component of accumulated other comprehensive income, net of applicable taxes, increased by ¥1,086 million and decreased by ¥539 million and ¥2,308 million ($23,036 thousand), respectively.


Proceeds from sales of available-for-sale securities were ¥4,083 million, ¥1,611 million and ¥2,221 million ($22,168 thousand) for the years ended March 31, 2006, 2007 and 2008, respectively. On those sales, gross realized gains were ¥3,756 million, ¥1,118 million and ¥805 million ($8,035 thousand) and gross realized losses were ¥50 million, ¥0 million and ¥7 million ($70 thousand), respectively.


Based on the business combination of Sumitomo Mitsui Financial Group, Inc. and SMBC Friend Securities Co., Ltd. as of September 1, 2006, NIDEC recorded a gain, amounting to ¥45 million ($449 thousand) from the exchange of NIDEC’s shares in SMBC Friend Securities to those of the new company, Sumitomo Mitsui Financial Group in accordance with EITF 91-5, Nonmonetary Exchange of Cost-Method Investments.


Based on the business combination of Mitsubishi UFJ Financial Group, Inc. and Mitsubishi UFJ Securities Co., Ltd. as of September 30, 2007, NIDEC recorded a gain, amounting to ¥1 million ($10 thousand) from the exchange of NIDEC’s shares in Mitsubishi UFJ Securities to those of the new company, Mitsubishi UFJ Financial Group in accordance with EITF 91-5.


NIDEC holds long-term investment securities that are classified as “marketable securities and other securities investments.” The securities issued by various non-public companies are recorded at cost, as their fair values are not readily determinable. NIDEC’s management employs a systematic methodology to assess the recoverability of such investments by reviewing the financial position of the underlying companies and the prevailing market conditions in which these companies operate to determine if NIDEC’s investment in each individual company is impaired and whether the impairment is other-than-temporary. If any impairment is determined to be other-than-temporary, the cost of the investment is written-down by the impaired amount and the amount is recognized currently as a realized loss.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



The following table presents the gross unrealized losses on, and fair value of, NIDEC’s investment securities, aggregated by investment category and length of time that individual investment securities have been in a continuous unrealized loss position, at March 31, 2008.


    Yen in millions
  Yen in millions
     Less than 12 months
  12 months or more
      Fair value
  Unrealized loss
  Fair value
  Unrealized loss
  Equity securities   ¥ 1,358     ¥ 265     ¥ 60     ¥ 26  
     
 
 
 

    U.S. dollars in thousands
  U.S. dollars in thousands
     Less than 12 months
  12 months or more
      Fair value
  Unrealized loss
  Fair value
  Unrealized loss
  Equity securities   $ 13,554     $ 2,645     $ 599     $ 260  
     
 
 
 


NIDEC presumes a decline in value of investment securities is other-than-temporary if the fair value is 20% or more below the original cost for an extended period of time. The presumption of an other-than-temporary impairment may be overcome if there is evidence to support that the decline is temporary in nature due to the existence of other factors which overcome the duration or magnitude of the decline. On the other hand, there may be cases where impairment losses are recognized when specific factors indicate the decline in the fair value is other-than-temporary. As of March 31, 2008, NIDEC determined that the decline in value for investment securities with unrealized losses shown in the above table is temporary in nature.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



11. Investments in and transactions with affiliated companies:


Summarized financial information for affiliated companies accounted for using the equity method, which is presented based on accounting principles generally accepted in the United States of America, is shown below:


  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Current assets
¥ 5,368     ¥ 6,573     $ 65,606  
Non-current assets
8,250     7,424     74,099  
Total assets
¥ 13,618     ¥ 13,997     $ 139,705  
Current liabilities
¥ 8,445     ¥ 8,889     $ 88,721  
Long-term liabilities
217     25     250  
Shareholders’ equity
4,956     5,083     50,734  
Total liabilities and shareholders’ equity
¥ 13,618     ¥ 13,997     $ 139,705  
NIDEC’s share of shareholders’ equity
¥ 1,915     ¥ 1,932     $ 19,283  
NIDEC’s investment in equity-method affiliates
¥ 2,035     ¥ 1,946     $ 19,423  
Loan receivable from affiliated companies
¥ 159     ¥ 156     $ 1,557  
Number of affiliated companies at end of period
4     5        


    Yen in millions     U.S. dollars
in thousands
   
For the year ended March 31
  For the year
ended
March 31,
   
 
    2006   2007   2008   2008
 
Net revenues
¥ 9,504     ¥ 11,693     ¥ 16,848     $ 168,160  
 
Gross profit
¥ 972     ¥ 957     ¥ 1,532     $ 15,291  
 
Net income
¥ 182     ¥ 31     ¥ 171     $ 1,707  
 
NIDEC’s share of net income (loss)
¥ 35      ¥ (16   ¥ 45     $ 449  
 
Adjustments
(81 )     (57 )     (6 )     (60
 
  Equity (loss) income
¥ (46 )     ¥ (73 )     ¥ 39      $ 389  


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



As of March 31, 2006, entities comprising a significant portion of NIDEC’s investment in affiliated companies include NTN-Nidec (Zhejiang) Corporation (“NNSC”) (40.00%), NTN-Nidec (Thailand) Co., Ltd. (“NNTC”) (40.00%), Nidec Development Philippines Corporation (“NDF”) (39.99%), Copal Yamada Corporation (“CYC”) (28.59%) and Seijin-Sankyo Control Devices Co., Ltd. (“SCD”) (22.28%).


As of March 31, 2007, entities comprising a significant portion of NIDEC’s investment in affiliated companies include NNSC (40.00%), NNTC (40.00%), NDF (39.99%) and CYC (28.59%).


Our investment in an affiliated company, SCD, accounted for using the equity method, had a carrying value of ¥338 million as of March 31, 2006. Its quoted value was ¥1,243 million. NIDEC’s interest in SCD was sold during the year ended March 31, 2007.


As of March 31, 2008, entities comprising a significant portion of NIDEC’s investment in affiliated companies include NNSC (40.00 %), NNTC (40.00 %), NDF(39.99%), CYC (28.63%) and, Copal Yamada (Vietnam) Co., Ltd. (“CYVC”) (28.63%).


Account balances and transactions with affiliated companies are presented below:


  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Trade notes and accounts receivable
¥ 597     ¥ 299     $ 2,984  
Trade notes and accounts payable
¥ 1,416     ¥ 3,006     $ 30,003  

    Yen in millions     U.S. dollars
in thousands
    For the year ended March 31   For the year
ended
March 31,
    2006   2007   2008   2008
 
Sales of products
  ¥ 757     ¥ 1,739     ¥ 552     $ 5,510  
 
Purchases of goods
  ¥ 4,503     ¥ 9,822     ¥ 13,482     $ 134,564  

For the year ended March 31, 2006, sales of products to affiliated companies increased mainly due to an increase of sales to NNSC. Purchases of goods from affiliated companies for the year ended March 31, 2006 increased compared to the year ended March 31, 2005, mainly due to an increase in the transactions with NNSC.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



For the year ended March 31, 2007, sales of products to affiliated companies increased mainly due to the increase of sales to NNTC. Purchases of goods from affiliated companies for the year ended March 31, 2007 increased compared to the year ended March 31, 2006, mainly due to an increase in the transactions with NNSC and NNTC.


For the year ended March 31, 2008, sales of products to affiliated companies decreased mainly due to the decrease of sales to NNTC. Purchases of goods from affiliated companies for the year ended March 31, 2008 increased compared to the year ended March 31, 2007, mainly due to an increase in the transactions with NNTC.


Dividends from affiliated companies accounted for by the equity method for the years ended March 31, 2006, 2007 and 2008 were ¥35 million, ¥40 million and ¥1 million ($10 thousand), respectively.



12. Other non-current assets:


Other non-current assets as of March 31, 2007 and 2008 consist of the following:


  Yen in millions
  U.S. dollars
in thousands

  March 31
  March 31,
  2007
  2008
  2008
Intangible assets *1
¥ 13,054     ¥ 13,132     $ 131,071  
Deferred tax assets
8,684     11,098     110,769  
Other *2
3,202     3,059     30,532  
 
 
 
  ¥ 24,940     ¥ 27,289     $ 272,372  
 
 
 

Notes:

*1. “Intangible assets” information is described at note No. 5 “Goodwill and other intangible assets”.

*2. “Other” primarily consists of other investments.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



13. Short-term borrowings and long-term debt:


Short-term borrowings at March 31, 2007 and 2008 consist of the following:


  Yen in millions
  U.S. dollars
in thousands

  March 31
  March 31,
  2007
  2008
  2008
Loans, principally from banks with average interest at March 31, 2007 of 3.13% and at March 31, 2008 of 1.53% per annum, respectively
¥ 78,848     ¥ 68,854     $ 687,234  
 
 
 


At March 31, 2008, NIDEC had unused lines of credit amounting to ¥92,890 million ($927,138 thousand) with banks. Under these programs, NIDEC is authorized to obtain short-term financing at prevailing interest rates.


Long-term debt at March 31, 2007 and 2008 is comprised of the following:

    Yen in millions   U.S. dollars
in thousands
    March 31   March 31,
    2007   2008   2008
Secured loans, representing obligations principally to banks
Due 2008 in 2007 with interest ranging 2.07% per annum in 2007
Due 2008 in 2008 with interest ranging 2.07% per annum in 2008
  ¥ 42     ¥ 8     $ 80  
Unsecured loans, representing principally to banks
Due 2007 to 2026 in 2007 with interest ranging from 0.00% to 6.40% per annum in 2007
Due 2008 to 2026 in 2008 with interest ranging from 0.00% to 6.40% per annum in 2008
  1,630     302     3,014  
Zero coupon 0.0% convertible bonds, due 2008
2007: Convertible currently at ¥6,914 ($69) for one common share, redeemable before due date (see notes below)
2008: Convertible currently at ¥6,914 ($69) for one common share, redeemable before due date (see notes below)
  27,251     27,089     270,376  
Long-term capital lease obligations
Due 2007 to 2015 in 2007, with interest from 1.25% to 5.85% per annum in 2007
Due 2008 to 2015 in 2008, with interest from 0.19% to 7.03% per annum in 2008
  5,853     5,227     52,171  
   
 
 
    34,776     32,626     325,641  
Less - Current portion due within one year
  (3,216 )   (29,196 )   (291,406 )
   
 
 
    ¥ 31,560     ¥ 3,430     $ 34,235  
   
 
 

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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Notes:

1. Detail of Zero coupon 0.0% convertible bonds, due October 2008 is as follows:

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Principal amount
¥ 27,000     ¥ 27,000     $ 269,488  
Unamortized premium
251     89     888  
 
 
 
Total
¥ 27,251     ¥ 27,089     $ 270,376  
 
 
 


2. The yen denominated zero coupon convertible bonds with stock acquisition rights, which are listed on London Stock Exchange, were issued on October 17, 2003, and are redeemable at 100% of face value on October 17, 2008 (maturity date). The initial face value of the bonds was ¥30,000 million and the issue price was 103.00% of the face value. The face value of remaining bonds is ¥27,000 million as of March 31, 2008


3. Based on our evaluation, the conversion feature was not required to be bifurcated under Statement of Financial Accounting Standards No. 133 (“SFAS 133”), “Accounting for Derivative Instruments and Hedging Activities.” In addition there was no beneficial conversion feature that required bifurcation under the Emerging Issues Task Force 98-5 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios” (“EITF98-5”).


The aggregate amounts of annual maturity of long-term debt during the next five years are as follows:

Year ending March 31
  Yen in millions
  U.S. dollars
in thousands

2009
  ¥ 29,196     $ 291,406  
2010
  1,871     18,675  
2011
  769     7,675  
2012
  425     4,242  
2013
  194     1,936  
2014 and thereafter
  ¥ 171     $ 1,707  
   
 

At March 31, 2008, lands and buildings with carrying value of ¥330 million ($3,294 thousand), and ¥260 million ($2,595 thousand), respectively, were pledged as collateral for banks borrowings.


Standard agreements with certain banks in Japan include provisions that collateral (including sums on deposit with such banks) or guarantors will be furnished upon the banks’ request and that any collateral furnished, pursuant to such agreements or otherwise, will be applicable to all present or future indebtedness to such banks.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



14. Other current liabilities:


Other current liabilities as of March 31, 2007 and 2008 consist of the following:


  Yen in millions
U.S. dollars
in thousands

  March 31
  March 31,
  2007
  2008
  2008
Accrued expenses
¥ 16,802     ¥ 17,533     $ 174,998  
Income taxes payable
9,668     5,942     59,307  
Payable for property, plant and equipment
4,139     3,305     32,987  
Other
5,031     6,571     65,586  
 
 
 
  ¥ 35,640     ¥ 33,351     $ 332,878  
 
 
 

“Other” primarily consists of deposits received.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



15. Pension and severance plans:


The Company and certain subsidiaries sponsor pension and retirement plans, which entitle employees, under most circumstances, to lump-sum indemnities or pension payments based on current rates of pay and length of service. Under normal circumstances, the minimum payment prior to retirement age is an amount based on voluntary retirement. Employees receive additional benefits upon involuntary retirement, including retirement at the mandatory retirement age.


For the years ended March 31, 2007 and 2008, NIDEC assumed pension liabilities as a result of business acquisitions of ¥4,587 million and ¥2,487 million ($24,823 thousand), respectively. Under these pension plans, pension payments mainly based on current rates of pay and length of service or the number of “points” mainly determined by those and foreign companies’ plans have not been funded.


In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158 (“SFAS 158”), “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. NIDEC adopted SFAS 158 effective March 31, 2007. The impact of the adoption of SFAS 158 had been reflected within NIDEC’s consolidated financial statements as of March 31, 2007. The incremental effect of applying SFAS 158 was as follows:

  Yen in millions
  March 31, 2007
  Before Application of SFAS 158
  Adjustments
  After Application of SFAS 158
Other non-current assets
¥ 25,236     ¥ (296   ¥ 24,940  
Total assets
¥ 662,919     ¥ (296   ¥ 662,623  
 
 
 
Total current liabilities
¥ 235,369     -     ¥ 235,369  
Accrued pension and severance costs
13,735     (722   13,013  
Total long-term liabilities
56,507     (722   55,785  
Minority interest in consolidated subsidiaries
66,430     23     66,453  
Accumulated other comprehensive loss:
               
Minimum pension liability adjustment
(140   140     -  
Pension liability adjustments
-     263     263  
 
 
 
Total shareholders’ equity 
304,613     403     305,016  
 
 
 
Total liabilities and shareholders’ equity 
¥ 662,919     ¥ (296   ¥ 662,623  
 
 
 

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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Information regarding NIDEC’s employees’ defined benefit plans is as follows:


Japanese plans:


NIDEC primarily uses a December 31 measurement date for Japanese plans.

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Change in benefit obligation:                
Benefit obligation at beginning of year
¥ 14,379     ¥ 15,359     $ 153,299  
Service cost
667     1,100     10,979  
Interest cost
325     331     3,304  
Actuarial loss
410     680     6,787  
Acquisition and other
652     3,817     38,098  
Benefits paid
(1,074 )   (1,813 )   (18,096 )
 
 
 
 
15,359     19,474     194,371  
 
 
 
Change in plan assets:                
Fair value of plan assets at beginning of year
5,962     7,053     70,396  
Actual return on plan assets
437     (162   (1,617 )
Employer contribution
760     967     9,652  
Acquisition and other
294     1,330     13,275  
Benefits paid
(400 )   (712 )   (7,106 )
 
 
 
Fair value of plan assets at end of year
7,053     8,476     84,600  
 
 
 
Funded status ¥ 8,306     ¥ 10,998     $ 109,771  
 
 
 

Amounts included in the consolidated balance sheet are comprised of:

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
                 
Accrued pension and severance costs
¥ 8,306     ¥ 10,998     $ 109,771  
 
 
 
Net amounts recognized
¥ 8,306     ¥ 10,998     $ 109,771  
 
 
 

F-42


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Amounts included in accumulated other comprehensive income (loss) as pension liability adjustments are comprised of:

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Actuarial loss
¥ (146   ¥ (1,304   $ (13,015
Prior service cost
504     441     4,401  
Pension liability adjustments, pre-tax
¥ 358     ¥ (863   $ (8,614

The accumulated benefit obligations for all defined benefit pension plans were ¥14,324 million and ¥18,052 million ($180,178 thousand) for the years ended March 31, 2007 and 2008, respectively.


The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for which the accumulated benefit obligations exceed plan assets are as follows:

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Projected benefit obligations
¥ 15,326     ¥ 19,434     $ 193,971  
Accumulated benefit obligations
14,291     18,014     179,798  
Fair value of plan assets
7,021     8,437     84,210  


Weighted-average assumptions used to determine benefit obligations as of March 31, 2007 and 2008 are as follows:

  March 31
  2007   2008
Discount rate
1.3-2.7%     1.3-2.8%  
Rate of compensation increase
1.0-3.5%     1.0-3.2%  


Weighted-average assumptions used to determine net pension and severance costs for the years ended March 31, 2006, 2007 and 2008 are as follows:

  For the year ended
  March 31
  2006   2007   2008
Discount rate
1.0-2.5%     1.5-3.1%     1.3-2.7%  
Expected return on plan assets
0.8-3.0%     0.8-3.0%     0.8-3.0%  
Rate of compensation increase
0.0-3.5%     0.0-3.5%     1.0-3.5%  

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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



    Yen in millions    U.S. dollars
in thousands
    For the year ended March 31   For the year
ended
March 31,
    2006   2007   2008   2008
 
Components of net periodic (benefit) cost:
                     
 
Service cost 
¥ 609     ¥ 667     ¥ 1,100     $ 10,979  
 
Interest cost
295     325     331     3,304  
 
Expected return on plan assets
(101 )   (155 )   (201 )   (2,006 )
 
Amortization of net actuarial loss (gain)
3     (38 )   (5 )   (50 )
 
Amortization of prior service credit
(62 )   (62 )   (62 )   (619
 
Gains from settlements
(30 )   -     -     -  
   
 
 
 
 
Net periodic pension cost
¥ 714     ¥ 737     ¥ 1,163     $ 11,608  
   
 
 
 

Prior service cost and actuarial gain and loss are amortized using the straight-line method over the average remaining service period of active employees. The estimated prior service credit and net actuarial loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into benefits cost for the year ending March 31, 2009 are ¥62 million ($619 thousand) and ¥33 million ($329 thousand), respectively.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Foreign plans:

NIDEC primarily uses a March 31 measurement date for foreign plans.

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Change in benefit obligation:                
Benefit obligation at beginning of year
¥ 377     ¥ 4,784     $ 47,749  
Service cost
172     191     1,906  
Interest cost
57     221     2,206  
Actuarial loss (gain)
5     (914   (9,123 )
Acquisition and other
4,229     -     -  
Foreign currency exchange rate changes
9     (54 )   (539 )
Benefits paid
(65 )   (190 )   (1,896 )
 
 
 
 
4,784     4,038     40,303  
 
 
 
Change in plan assets:                
Fair value of plan assets at beginning of year
57     77     768  
Actual return on plan assets
8     (14   (140 )
Employer contribution
32     28     279  
Foreign currency exchange rate changes
(5   20     200  
Benefits paid
(15 )   (28 )   ((279 )
 
 
 
Fair value of plan assets at end of year
77     83     828  
 
 
 
Funded status ¥ 4,707     ¥ 3,955     $ 39,475  
 
 
 

Amounts included in the consolidated balance sheet are comprised of:

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
                 
Accrued pension and severance costs
¥ 4,707     ¥ 3,955     $ 39,475  
 
 
 
Net amounts recognized
¥ 4,707     ¥ 3,955     $ 39,475  
 
 
 

Amounts included in accumulated other comprehensive income (loss) as pension liability adjustments are comprised of:

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Actuarial gain
¥ 0     ¥ 914     $ 9,123  
Pension liability adjustments, pre-tax
¥ 0     ¥ 914     $ 9,123  

F-45


Table of Contents
Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



The accumulated benefit obligations for all defined benefit pension plans were ¥4,529 million and ¥3,883 million ($38,756 thousand) for the years ended March 31, 2007 and 2008, respectively.


The projected benefit obligations, accumulated benefit obligations and fair value of plan assets for which the accumulated benefit obligations exceed plan assets are as follows:

  Yen in millions   U.S. dollars
in thousands
  March 31   March 31,
  2007   2008   2008
Projected benefit obligations
¥ 4,784     ¥ 4,038     $ 40,303  
Accumulated benefit obligations
4,529     3,883     38,756  
Fair value of plan assets
77     83     828  

Weighted-average assumptions used to determine benefit obligations as of March 31, 2007 and 2008 are as follows:

  March 31
  2007   2008
Discount rate
4.3%     5.9%  
Rate of compensation increase
2.5%     2.5%  

Weighted-average assumptions used to determine net pension and severance costs for the years ended March 31, 2007 and 2008 are as follows:

  For the year ended
March 31
  2007   2008
Discount rate
4.3%     4.3%  
Rate of compensation increase
2.5%     2.5%  

The assumptions used before March 31, 2006 and expected return on plan assets have no material impact for NIDEC’s consolidated financial statement.


F-46


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



    Yen in millions    U.S. dollars
in thousands
    For the year ended March 31   For the year
ended
March 31,
    2006   2007   2008   2008
 
Components of net periodic (benefit) cost:
                     
 
Service cost 
¥ 115     ¥ 172     ¥ 191     $ 1,906  
 
Interest cost
26     57     221     2,206  
 
Expected return on plan assets
(3 )   (9 )   13     130  
   
 
 
 
 
Net periodic pension cost
¥ 138     ¥ 220     ¥ 425     $ 4,242  
   
 
 
 

Prior service cost and actuarial gain and loss are amortized using the straight-line method over the average remaining service period of active employees. The estimated net actuarial gain for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into benefits cost for the year ending March 31, 2009 is ¥46 million ($459 thousand).


Japanese plans and foreign plans:


The weighted-average asset allocations of NIDEC’s pension plans are as follows:

Assets Category   Asset allocation of pension plans
Actual (%)   Target (%)
March 31,
2007
  March 31,
2008
  March 31,
2009
Equity securities
  37     39     36  
Debt securities
  23     22     22  
Life insurance company general accounts
  26     26     30  
Others
  14     13     12  
   
 
 
Total
  100     100     100  
   
 
 


NIDEC’s policy and objective for plan asset management is to generate a stable return on the investment over the long term, which enable NIDEC’s pension funds to meet future benefit payment requirements under risks which NIDEC considers permissible. NIDEC formulates “basic” portfolio that suits the above-mentioned policy, and ensure that plan assets are allocated under this “basic” portfolio. NIDEC evaluates its actual return and revises the “basic” portfolio, if necessary.


NIDEC expects to contribute approximately ¥936 million ($9,342 thousand) to its defined benefit plans for the year ending March 31, 2009.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



The future benefit payments for defined benefit plans are expected as follows:

       Yen in millions     U.S. dollars
in thousands
     Japanese
plans
 
  Foreign
plans
 
  Japanese
plans
 
  Foreign
plans
 
   2009  ¥ 1,495      ¥ 158     $ 14,922     $ 1,577  
   2010 1,520     160     15,171     1,597  
   2011 1,679     175     16,758     1,747  
   2012 1,239     188     12,367     1,876  
   2013 1,229     206     12,267     2,056  
   Years 2014-2017 ¥ 5,031     ¥ 1,282     $ 50,215     $ 12,796  


Certain subsidiaries have a number of multiemployer plans. Total amounts of cost recognized for certain subsidiaries’ contributions to the plans were ¥216 million, ¥218 million and ¥183 million ($1,827 thousand) for the years ended March 31, 2006, 2007 and 2008, respectively. NIDEC expects to contribute approximately ¥171 million ($1,707 thousand) for the year ending March 31, 2009.


Certain subsidiaries have a number of defined contribution plans. Total amounts of cost recognized for certain subsidiaries’ contribution to the plans were ¥403 million, ¥379 million and ¥361 million ($3,603 thousand) for the years ended March 31, 2006, 2007 and 2008, respectively. NIDEC expects to contribute approximately ¥347 million ($3,463 thousand) for the year ending March 31, 2009.



16. Other long-term liabilities:


Other long-term liabilities as of March 31, 2007 and 2008 consist of the following:


      Yen in millions
  U.S. dollars
in thousands

      March 31
  March 31,
      2007
  2008
  2008
  Deferred tax liabilities   ¥ 4,614     ¥ 4,157     $ 41,491  
  Long-term accrued liabilities   4,271     3,034     30,283  
  Unrecognized tax benefits *   -     2,374     23,695  
  Revenue received in advance   1,000     1,363     13,604  
  Other   1,327     1,534     15,311  
     
 
 
      ¥ 11,212     ¥ 12,462     $ 124,384  
     
 
 

Note:

* “Unrecognized tax benefits” information is described at note No.19 “Income taxes”


F-48


Table of Contents
Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



17. Shareholders’ equity:


In June 2004, the Company issued 5,620,000 shares of common stock in a public offering in Japan, and received proceeds in the amount of ¥59,954 million.


On November 18, 2005, the Company completed a two-for-one stock split. The number of shares issued was 71,542,257 shares. There was no increase in the common stock account in accordance with the related Japanese law. All per share amounts have been restated to reflect the retroactive effect of the stock split.


Conversions of convertible debt into common stock are accounted for in accordance with the provisions of the related Japanese law by crediting approximately one-half of the conversion proceeds to the common stock account and the remainder to the additional paid-in capital account.


The Japanese Company Law (the “Company Law”) provides that an amount equal to 10% of cash dividends from retained earnings by the Company and its Japanese subsidiaries must be appropriated as a legal reserve. No further appropriations are required when the sum of the legal reserves reaches 25% of stated capital. These reserves currently exceed 25% of stated capital and are available for dividends under the Company Law subject to approval at the shareholders’ meeting. Certain foreign subsidiaries are also required to appropriate their earnings to legal reserves under the laws of the respective countries.


The amount of statutory retained earnings of the Company available for dividend payments to shareholders was ¥70,798 million and ¥85,057 million ($848,957 thousand) for the years ended March 31, 2007 and 2008, respectively. In accordance with customary practice in Japan, the appropriations are not accrued in the financial statements for the period to which they relate, but are recorded in the subsequent accounting period. Retained earnings for the year ended March 31, 2008 includes amounts representing final cash dividends of ¥ 4,348 million ($43,398 thousand), ¥ 30 ($0.30) per share.


In connection with the repurchased treasury stock, it is not permitted to pay any dividend under the Company Law. On February 1, 2008, NIDEC resolved at a meeting of its Board of Directors to repurchase its own shares (“Share Repurchase”).


 

Details of Share Repurchase

 
 

Class of shares:

 Common stock

 

Total number of shares to repurchase:

 Up to 1,000,000 shares 0.69% of the total number of shares issued

 

Total repurchase amount:

 Up to 6 billion yen

 

Period of repurchase:

 From February 4, 2008 to February 3, 2009


F-49


Table of Contents
Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Retained earnings relating to equity in undistributed earnings reflect ¥415 million,  ¥402 million and ¥357 million ($3,563 thousand) of accumulated deficit of the companies accounted for by the equity method for the years ended March 31, 2006, 2007 and 2008.


Detailed components of accumulated other comprehensive income at March 31, 2006, 2007 and 2008 and the related changes, net of taxes, for the years ended March 31, 2006, 2007 and 2008 consist of the following:

  Yen in millions
  Foreign
currency
translation
adjustments

  Unrealized
gains (losses)
from securities

  Minimum pension
liability
adjustment

  Pension liability adjustment
  Accumulated
other
comprehensive
income (loss)

Balance at March 31, 2005
¥ (9,466 )   ¥ 2,777     ¥ (56 )   -     ¥ (6,745 )
Other comprehensive income (loss)
9,391     1,086     (59   -      10,418  
 
 
 
 
 
Balance at March 31, 2006
(75   3,863      (115   -      3,673  
Other comprehensive income (loss)
6,949     (539   (25   -      6,385  
Adoption of SFAS No. 158
-     -      140      263      403  
 
 
 
 
 
Balance at March 31, 2007
6,874     3,324      -      263      10,461  
Other comprehensive income (loss)
(17,107   (2,308   -      305      (19,110
 
 
 
 
 
Balance at March 31, 2008
¥ (10,233   ¥ 1,016      -      ¥ 568      ¥ (8,649
 
 
 
 
 
                   
                   
  U.S. dollars in thousands
  Foreign
currency
translation
adjustments

  Unrealized
gains (losses)
from securities

  Minimum pension
liability
adjustment

  Pension liability adjustment
  Accumulated
other
comprehensive
income (loss)

Balance at March 31, 2007
$ 68,610   $ 33,177     -     $ 2,625     $ 104,412  
Other comprehensive income (loss)
(170,746   (23,036 )   -     3,044     (190,738
 
 
 
 
 
Balance at March 31, 2008
$ (102,136   $ 10,141     -     $ 5,669     $ (86,326
 
 
 
 
 


The minimum pension liability adjustment shown in the above table relates to two consolidated subsidiaries.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Tax effects allocated to each component of other comprehensive income for the years ended March 31, 2006, 2007 and 2008 are as follows:


  Yen in millions
  Pre-tax
amount
  Tax
expense
  Net-of-tax
amount
For the year ended March 31, 2006:                
Foreign currency translation adjustments
¥ 9,345     ¥ 46      ¥ 9,391   
Unrealized gains (losses) from securities:
               
Unrealized holding gains (losses) arising during period
5,721     (2,346 )   3,375  
Reclassification adjustments for gains and losses realized in net income
(3,869 )   1,580     (2,289 )
Minimum pension liability adjustment
(100 )   41     (59 )
Other comprehensive income (loss)
¥ 11,097     ¥ (679   ¥ 10,418  
           
For the year ended March 31, 2007:                 
Foreign currency translation adjustments
¥ 7,001     ¥ (52 )     ¥ 6,949   
Unrealized gains (losses) from securities:
               
Unrealized holding gains (losses) arising during period
2     (1 )   1  
Reclassification adjustments for gains and losses realized in net income
(943 )   403     (540 )
Minimum pension liability adjustment
(44 )   19     (25 )
Other comprehensive income
¥ 6,016     ¥ 369     ¥ 6,385  
             
For the year ended March 31, 2008:                 
Foreign currency translation adjustments
¥ (17,432   ¥ 325     ¥ (17,107
Unrealized gains (losses) from securities:
               
Unrealized holding gains (losses) arising during period
(3,457 )   1,417     (2,040 )
Reclassification adjustments for gains and losses realized in net income
(454 )   186     (268 )
Pension liability adjustment:
               
Actual (gains) losses arising during period
(127 )   472     345  
Reclassification adjustments for actual gains and losses realized in net income
(5 )   2     (3 )
Reclassification adjustments for prior service credit realized in net income
(62 )   25     (37 )
Other comprehensive income
¥ (21,537   ¥ 2,427     ¥ (19,110

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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



  U.S. dollars in thousands
  Pre-tax
amount
  Tax
expense
  Net-of-tax
amount
For the year ended March 31, 2008:                 
Foreign currency translation adjustments
$ (173,990   $ 3,244     $ (170,746
Unrealized gains (losses) from securities:
               
Unrealized holding gains (losses) arising during period
(34,504 )   14,143     (20,361 )
Reclassification adjustments for gains and losses realized in net income
(4,531 )   1,856     (2,675 )
Pension liability adjustment:
               
Actual (gains) losses arising during period
(1,268 )   4,711     3,443  
Reclassification adjustments for actual gains and losses realized in net income
(50 )   20     (30 )
Reclassification adjustments for prior service credit realized in net income
(619 )   250     (369 )
Other comprehensive income
$ (214,962   $ 24,224     $ (190,738

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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



18. Stock-based compensation:


On May 14, 2003, the Company’s shareholders approved a stock option plan. Under the plan, executives and certain employees receive options. The number of shares to be issued upon exercise of the options is limited to 296,700 shares of the Company’s common stock. Each option entitles the holder to purchase 100 shares of the Company’s common stock. The options vested at June 30, 2004 and became exercisable for the period from July 1, 2004 to June 30, 2007. The exercise price was determined as ¥7,350 ($73.36) per share of common stock. Options were granted with an exercise price equal to the closing price of the Company’s shares traded on the Osaka Securities Exchange on the grant date.


On November 18, 2005, the Company completed a two-for-one stock split. As a result, the exercise price changed to ¥3,675 ($36.68) per share of common stock. The exercise price is presented by the changed price retroactive to the previous fiscal year in the table below.


    Number of options
  Exercise price
(per share)

Balance at March 31, 2003:
             
Granted
  2,967     ¥ 3,675 $ 36.68  
Exercised
  -     -  -  
Canceled
  105     3,675  36.68  

 
 
Balance at March 31, 2004:
  2,862     3,675  36.68  
Exercised
  439     3,675  36.68  
Canceled
  61     3,675  36.68  

 
 
Balance at March 31, 2005:
  2,362     3,675  36.68  
Exercised
  606     3,675  36.68  
Canceled
  -     -  -  

 
 
Balance at March 31, 2006:
  1,756     3,675  36.68  
Exercised
  596     3,675  36.68  
Canceled
  -     -  -  

 
 
Balance at March 31, 2007:
  1,160     3,675 36.68  
Exercised
  1,035     3,675  36.68  
Canceled
  125     ¥ 3,675  $ 36.68  

 
 
Balance at March 31, 2008:
  0        
   
   

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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



The fair value of the option was ¥3,499 ($34.92) per share. The fair value as of the date of grant was estimated using a Black-Scholes option-pricing model with the following assumptions:


 
As of May 14, 2003
  Risk-free interest rate   0.14 %
  Expected volatility   64.00 %
  Expected dividend yield   0.34 %
  Expected lives   4.13  years
     

In December 2004, the FASB issued SFAS No. 123R (“SFAS 123R”), revised 2004, “Share-Based Payment.” SFAS 123R requires measurement of compensation cost for all share-based payments (including employee stock options) at fair value for interim or annual periods beginning after June 15, 2005. The Company adopted SFAS 123R using the modified-prospective transition method beginning April 1, 2006. The adoption of SFAS 123R did not have any impact on NIDEC’s consolidated financial position, consolidated results of operations, or liquidity.



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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



19. Income taxes:


The components of income before income taxes comprise the following:

    Yen in millions
   U.S. dollars
in thousands

    For the year ended
March 31

  For the year
ended
March 31,
    2006
  2007
  2008
  2008
  Income before income taxes:                      
 
The Company and domestic subsidiaries
¥ 39,370     ¥ 37,141     ¥ 25,865     $ 258,159  
 
Foreign subsidiaries
25,008     28,454     36,818     367,482  
   
 
 
 
    ¥ 64,378     ¥ 65,595     ¥ 62,683     $ 625,641  
   
 
 
 

The provision for income taxes consists of the following:

    Yen in millions
   U.S. dollars
in thousands

    For the year ended
March 31

  For the year
ended
March 31,
    2006
  2007
  2008
  2008
  Current income tax expense:                      
 
The Company and domestic subsidiaries
¥ 10,947     ¥ 15,562     ¥ 8,604     $ 85,877  
 
Foreign subsidiaries
2,680     2,893     4,815     48,059  
   
 
 
 
 
Total current
13,627     18,455     13,419     133,936  
   
 
 
 
  Deferred income tax expense (benefit):                      
 
The Company and domestic subsidiaries
1,279     (829   4,418     44,096  
 
Foreign subsidiaries
307     (166   (2,353   (23,486
   
 
 
 
 
Total deferred
1,586     (995   2,065     20,610  
   
 
 
 
 
Total provision
¥ 15,213     ¥ 17,460     ¥ 15,484     $ 154,546  
   
 
 
 

The low effective tax rates of the Company and domestic subsidiaries for the year ended March 31, 2008 were mainly due to the extinguishment of the effect of transfer pricing taxation of the previous period and an increase in the income tax provision by the adoption of FIN 48. For the year ended March 31, 2007, the Company incurred additional tax expense of approximately ¥2,850 million as a result of an examination by the tax authority in relation to transfer pricing. There was no such impact in the current year. This decrease in tax expense was partially offset by the impact of FIN 48 in the current year.


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Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



With regard to the effective tax rates of the Company and domestic subsidiaries for the year ended March 31, 2007, it approached the statutory tax rate. This was mainly due to the result of a net decrease in the valuation allowance and an increase in additional tax expenses based on transfer pricing taxation.


The low effective tax rates of the Company and domestic subsidiaries for the year ended March 31, 2006 were mainly due to a net decrease in the valuation allowance.


NIDEC is subject to a number of different income taxes, which, in the aggregate, indicate a statutory rate in Japan of approximately 41.0% in 2006, 2007 and 2008. Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows:

  For the year ended
March 31

  2006
  2007
    2008
Statutory tax rate
41.0 %   41.0 %   41.0 %
Increase (reduction) in taxes resulting from:
               
Tax benefit in foreign subsidiaries
(12.6 )   (14.8 )   (20.2 )
Tax on undistributed earnings
1.5     1.2     1.6  
Valuation allowance
(6.6   (5.4   (1.4
Transfer pricing taxation
-     4.3     -  
Liabilities for unrecognized tax benefits
-     -     2.5  
Other
0.3     0.3     1.2  
 
 
 
Effective income tax rate
23.6 %   26.6 %   24.7 %
 
 
 

The effective income tax rate for the year ended March 31, 2008 was lower compared to the effective income tax rate for the year ended March 31, 2007. The main reason of this decrease was due to a net impact of a decrease in the impact on the effective tax rate of the valuation allowance and tax benefit in foreign subsidiaries and the adoption of FIN 48 as well as the effects of transfer pricing taxation paid for the prior year.


The aggregate dollar and per share effects of tax holidays are as follows:

    Yen in millions
   U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2006
   2007
  2008
  2008
  Aggregate amounts of tax holidays ¥ 4,100     ¥ 5,544     ¥ 5,256     $ 52,460  
   
 
 
 
    Yen
   U.S. dollars
  Per share - basic ¥ 28.58     ¥ 38.32     ¥ 36.27     $ 0.36  
    - diluted ¥ 27.53      ¥ 37.24      ¥ 35.28      $ 0.35   
   
 
 
 

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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



The significant components of deferred tax assets and liabilities are as follows:


  Yen in millions
  U.S. dollars
in thousands

  March 31
  March 31,
  2007
  2008
  2008
 Deferred tax assets:                
Inventories
¥ 2,199     ¥ 2,651     $ 26,460  
Property, plant and equipment
6,126     6,990     69,767  
Accrued bonus
2,175     2,569     25,641  
Accrued enterprise tax
746     893     8,913  
Pension and severance plans
7,323     6,646     66,334  
Operating loss carryforwards for tax purposes
3,162     3,313     33,067  
Foreign tax credit
2,220     1,982     19,782  
Other
(4,534 )   (595 )   (5,938 )
 
 
 
Gross deferred tax assets
19,417     24,449     244,026  
Less - Valuation allowance
(4,279 )   (6,455 )   (64,428 )
 
 
 
Net deferred tax assets
15,138     17,994     179,598  
 
 
 
 Deferred tax liabilities:                
Basis difference of acquired assets
(2,932   (2,952   (29,464
Undistributed earnings not permanently reinvested
(2,082   (2,561   (25,561
Maketable securities
(3,972   (2,396   (23,915
Intangible assets
(2,936   (159   (1,587
Other
7,297      3,845      38,378   
 
 
 
Gross deferred tax liabilities
(4,625   (4,223   (42,149
 
 
 
Net deferred tax assets
¥ 10,513     ¥ 13,771     $ 137,449  
 
 
 


Operating loss carryforwards for tax purposes of consolidated subsidiaries on March 31, 2008 amounted to approximately ¥12,282 million ($122,587 thousand) and are available as an offset against future taxable income of such subsidiaries.


With the exception of ¥2,774 million ($27,687 thousand) with no expiration period, total available operating loss carryforwards expire at various dates primarily up to 7 years.


The valuation allowance mainly relates to deferred tax assets of consolidated subsidiaries with operating loss carryforwards for tax purposes that are not expected to be realized. The net changes in the total valuation allowance for deferred tax assets for the years ended March 31, 2006, 2007 and 2008 consist of the following:


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



    Yen in millions
   U.S. dollars
in thousands

    March 31
  March 31,
    2006
  2007
  2008
  2008
  Valuation allowance at beginning of year ¥ (15,593 )   ¥ (11,602 )   ¥ (4,279 )   $ (42,709 )
  Additions -      -      (2,785 )     (27,797
  Deductions 3,991      8,676      890      8,883   
  Impact of acquisition of companies -      (1,353   (281   (2,805
   
 
 
 
 
Valuation allowance at end of year
¥ (11,602 )   ¥ (4,279 )   ¥ (6,455 )   $ (64,428 )
   
 
 
 

Net deferred tax assets are included in the consolidated balance sheets as follows:


  Yen in millions
  U.S. dollars
in thousands

  March 31
  March 31, 
  2007
  2008
    2008
Deferred tax assets:
               
Other current assets
¥ 6,454     ¥ 6,896     $ 68,829  
Other non-current assets
8,684     11,098     110,769  
Deferred tax liabilities:
               
Other current liabilities
(11 )   (66 )   (658 )
Other long-term liabilities
(4,614 )   (4,157 )   (41,491 )
 
 
 
Net deferred tax assets
¥ 10,513     ¥ 13,771     $ 137,449  
 
 
 

Management of NIDEC intends to reinvest certain undistributed earnings of foreign subsidiaries for an indefinite period of time. As a result, no deferred tax liability has been recorded on undistributed earnings of these subsidiaries, which are not expected to be remitted in the foreseeable future, aggregating ¥89,893 million ($897,225 thousand) as of March 31, 2008. NIDEC estimates an additional deferred tax liability of ¥18,026 million ($179,918 thousand) would be required at such time if the full amount of these accumulated earnings were expected to be remitted.


NIDEC adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) effective April 1, 2007. The adoption of FIN 48 resulted in a ¥987 million reduction of our beginning balance of retained earnings and a ¥987 million ($9,851 thousand) increase in corresponding liability for unrecognized tax benefits.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


  Yen in millions
  U.S. dollars
in thousands

  March 31,   March 31, 
  2008
    2008
Balance at April 1
¥ 865     $ 8,634  
Additions for tax positions of the current year
1,509     15,061  
Additions for tax positions of prior years
-     -  
Reductions for tax positions of prior years
-     -  
Lapse of the applicable statute of limitations
-     -  
Settlements
-     -  
 
 
Balance at March 31
¥ 2,374     $ 23,695  
 
 

Total amount of unrecognized tax benefits that would reduce the effective tax rate, if recognized, is ¥2,374 million ($23,695 thousand).


Although NIDEC believes its estimates and assumptions of unrecognized tax benefits are reasonable, uncertainty regarding the final determination of tax audit settlements and any related litigation could affect the effective tax rate in the future periods. Based on each of the items of which NIDEC is aware of at March 31, 2008, no significant changes to the unrecognized tax benefits are expected within the next twelve months.


NIDEC recognizes interest and penalties related to unrecognized tax benefits as a component of other, net in the consolidated statements of income. The total gross accrued interest and penalty as of April 1, 2007 and March 31, 2008 were ¥122 million ($1,218 thousand) and ¥344 million ($3,433 thousand), respectively. Interest and penalties included in other, net were ¥222 million ($2,215 thousand) for the year ended March 31, 2008.


NIDEC files income tax returns in Japan and various foreign tax jurisdictions. The fiscal years beginning after April 1, 2002 are still open to examination by Japan and foreign taxing authorities, including several major taxing jurisdictions except as described below. In Singapore, NIDEC is open to examination from 2000 onward. In Germany and Philippines, NIDEC is open to examination from 2003 onward. In Thailand, Hong Kong and Vietnam, NIDEC is open to examination from 2005 onward.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



20. Reconciliation of the differences between basic and diluted earnings per share:


The table below sets forth a reconciliation of the differences between basic and diluted income per share for the years ended March 31, 2006, 2007 and 2008.


  Yen in millions
   Thousands of shares
  Yen
  U.S. dollars
  Net income
  Weighted-
average
shares

  Net income
per share

  Net income
per share

For the year ended March 31, 2006:                      
Basic net income per share
                     
Net income available to common shareholders
¥ 40,949     143,445     ¥ 285.47        
Effect of dilutive securities
                     
  Unsecured 0.8% convertible bonds 11     872              
  Zero coupon 0.0% convertible bonds -     4,386              
  Securities of a subsidiary 0     -              
  Stock option -     212              
Diluted net income per share
                     
    Net income for computation ¥ 40,960     148,915     ¥ 275.05        
For the year ended March 31, 2007:                      
Basic net income per share
                     
Net income available to common shareholders
¥ 39,932     144,665     ¥ 276.03        
Effect of dilutive securities
                     
  Zero coupon 0.0% convertible bonds -     4,022              
  Stock option -     174              
Diluted net income per share
                     
    Net income for computation ¥ 39,932     148,861     ¥ 268.25        
For the year ended March 31, 2008:                      
Basic net income per share
                     
Net income available to common shareholders
¥ 41,156     144,914     ¥ 284.00      $ 2.83  
Effect of dilutive securities
                     
  Zero coupon 0.0% convertible bonds -     4,022              
  Stock option -     26              
Diluted net income per share
                     
    Net income for computation ¥ 41,156     148,962     ¥ 276.29     $ 2.76  

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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



21. Financial instruments:


NIDEC manages the exposure of its financial assets and liabilities to interest rate and foreign exchange rate movements through the use of derivative financial instruments which include foreign exchange forward contracts, interest rate swaps, interest rate currency swap agreements, and interest rate cap agreements. These financial instruments are executed with creditworthy financial institutions, and substantially all foreign currency contracts are denominated in U.S. dollars. Financial instruments involve, to varying degrees, market risk as instruments are subject to price fluctuations and elements of credit risk in the event that the counterparty should default. In the unlikely event the counterparties fail to meet the contractual terms of a foreign currency or an interest rate instrument, NIDEC’s risk is limited to the fair value of the instrument. Although NIDEC may be exposed to losses in the event of non-performance by counterparties on financial instruments, it does not anticipate significant losses due to the nature of its counterparties. Counterparties to NIDEC’s financial instruments represent, in general, international financial institutions. Additionally, NIDEC does not have a significant exposure to any individual counterparty. Based on the creditworthiness of these financial institutions, NIDEC believes that the overall credit risk related to its financial instruments is insignificant.


The estimated fair values of NIDEC’s financial instruments are summarized as follows:


  Yen in millions
  March 31, 2007
  Carrying
amount

  Estimated
fair value

Asset (Liability)          
Cash and cash equivalents
¥ 88,784     ¥ 88,784  
Short-term investments
3,541     3,541  
Short-term loan receivable
8     8  
Marketable securities
20,118     20,118  
Long-term loan receivable
379     374  
Short-term borrowings
(78,848 )   (78,848 )
Long-term debt including the current portion and excluding capital lease obligation
(28,924 )   (34,424 )
Foreign exchange forward contracts
3     3  
Interest rate swap agreements
(12 )   (12 )
Interest rate currency swap agreements
(27   (27

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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



  Yen in millions
  U.S. dollars
in thousands

  March 31, 2008
  March 31, 2008
  Carrying
amount

  Estimated
fair value

  Carrying
amount

  Estimated
fair value

Asset (Liability)                      
Cash and cash equivalents
¥ 100,809     ¥ 100,809     $ 1,006,178     $ 1,006,178  
Short-term investments
3,851     3,851     38,437     38,437  
Short-term loan receivable
10     10     100     100  
Marketable securities
13,711     13,711     136,850     136,850  
Long-term loan receivable
291     298     2,904     2,974  
Short-term borrowings
(68,854 )   (68,854 )   (687,234 )   (687,234 )
Long-term debt including the current portion and excluding capital lease obligation
(27,398 )   (29,189 )   (273,460 )   (291,336 )
Foreign exchange forward contracts
5     5     50     50  
Interest rate swap agreements
(7 )   (7 )   (70 )   (70 )
Interest rate currency swap agreements
(12 )   (12 )   (120 )   (120 )

The following are explanatory notes relating to the financial instruments.


Cash and cash equivalents, short-term investments, short-term loans receivable and short-term borrowings: In the normal course of business, substantially all cash and cash equivalents, time deposits short-tem loans receivable and short-term borrowing are highly liquid and are carried at amounts that approximate fair value.


Marketable securities: The fair value of marketable securities was based on quoted market prices.


Long-term loan receivable: The fair value of long-term loans was estimated by discounting expected future cash flows.


Long-term debt: The fair value of bonds issued by NIDEC was estimated based on their market price which was influenced by, and corresponded to stock price. The fair value of long-term bank loans (including the current portion and excluding the capital lease obligation) was estimated based on the discounted amounts of future cash flows using NIDEC’s current incremental borrowing rates for similar liabilities.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Derivative financial instruments


Changes in the estimated fair value of foreign exchange forward contracts are recognized as “Other, net” in the consolidated statement of income.


Gains from foreign exchange forward contracts for the years ended March 31, 2006, 2007, and 2008 were ¥25 million, ¥4 million, and ¥2 million ($20 thousand), respectively. The contracted amounts outstanding on March 31, 2007 and 2008 were ¥391 million and ¥180 million ($1,797 thousand), respectively.


Interest rate swaps, and interest rate currency swap agreements, which mature from 2009 to 2011, were designed to reduce NIDEC’s exposure to losses resulting from adverse fluctuations in cash flows due to changes in interest rates and currency exchange rates on underlying debt instruments. The interest rate cap agreement, which was designed for the same purpose, matured in 2006.


Changes in the fair value of interest rate swaps and interest rate currency swap agreements are recognized as “Other, net” in the income statement. Gain from interest rate swaps for the year ended March 31, 2006 was ¥34 million. Loss on interest rate swaps and interest rate currency swap agreements was ¥23 million for the year ended March 31, 2007 and gain from them was ¥16 million ($160 thousand) for the year ended March 31, 2008. The contracted amounts outstanding on March 31, 2007 and 2008 were ¥1,320 million and ¥1,296 million ($12,935 thousand), respectively.


Interest rate cap agreements require the writer to pay the purchaser at specified future dates the amounts, if any, by which a specified market interest rate exceeds the fixed cap rate, applied to a notional amount. The premiums paid for interest rate cap agreements purchased are included in “Other current assets” and “Other non-current assets” in the accompanying consolidated balance sheets. Differences between the premium paid and fair value of these contracts and subsequent changes in fair values of option prices, which are calculated based on the Black-Scholes option-pricing model, are recognized as “Other, net” in the income statement. Gains from interest rate cap agreements for the years ended March 31, 2006 and 2007 were ¥16 million and ¥8 million, respectively. There were no outstanding contracts as of March 31, 2007 and 2008.


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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



22. Related party transactions:


As of March 31, 2008, the president of the Company and a business entity indirectly owned by the president of the Company held 8.2% and 6.1% of the outstanding shares of the Company, respectively. There were no significant related party transactions other than those described in Note 11.



23. Lease commitments:


NIDEC leases certain assets under capital lease and operating lease arrangements. An analysis of leased assets under capital leases is as follows:


    Yen in millions   U.S. dollars
in thousands
    March 31   March 31,
  Class of property 2007   2008   2008
  Machinery and equipment ¥ 11,286     ¥ 9,678     $ 96,596  
  Other leased assets 915     1,186     11,838  
  Less - Accumulated amortization (7,390 )   (7,236 )   (72,223 )
   
 
 
    ¥ 4,811     ¥ 3,628     $ 36,211  
   
 
 

Amortization expenses under capital leases for the years ended March 31, 2006, 2007 and 2008 were ¥1,947 million, ¥1,874 million and ¥1,977 million ($19,733 thousand), respectively.


Future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of March 31, 2008 are as follows:

Year ending March 31: Yen in
millions
  U.S. dollars
in thousands
2009
¥ 2,205     $ 22,008  
2010
1,952     19,483  
2011
770     7,685  
2012
401     4,002  
2013
163     1,627  
2014 and thereafter
22     220  
 
 
Total minimum lease payments
5,513     55,025  
 Less - Amount representing interest (286 )   (2,854 )
 
 
 Present value of net minimum lease payments 5,227     52,171  
 Less - Current obligations (2,072 )   (20,681 )
 
 
Long-term capital lease obligations
¥ 3,155     $ 31,490  
 
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Rental expenses under operating leases for the years ended March 31, 2006, 2007 and 2008 were ¥560 million, ¥478 million and ¥1,129 million ($11,269 thousand), respectively.


The minimum rental payments required under operating leases relating primarily to land, buildings and equipment having initial or remaining non-cancelable lease terms in excess of one year at March 31, 2008 are as follows:


Year ending March 31: Yen in
millions

  U.S. dollars
in thousands

  2009 ¥ 871     $ 8,693  
  2010 733     7,316  
  2011 689     6,877  
  2012 626     6,248  
  2013 532     5,310  
  2014 and thereafter 1,331     13,285  
   
 
 
Total minimum future rentals
¥ 4,782     $ 47,729  
   
 


NIDEC is a lessor in operating leases for which a portion of the land, office and manufacturing facilities is subleased over various terms. Rental revenues under operating leases for the years ended March 31, 2006, 2007 and 2008 were ¥45 million, ¥66 million and ¥103 million ($1,028 thousand), respectively.


The future minimum lease payments to be received under operating leases that have remaining non-cancelable terms at March 31, 2008 are as follows:

Year ending March 31: Yen in
millions

  U.S. dollars
in thousands

  2009 ¥ 110     $ 1,098  
  2010 91     908  
  2011 91     908  
  2012 91     908  
  2013 90     899  
  2014 and thereafter 79     789  
   
 
 
Total minimum future rentals
¥ 552     $ 5,510  
   
 

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NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



24. Other commitments and contingencies, concentrations and factors that may affect future operations:


Commitments -

Commitments outstanding at March 31, 2008 for the purchase of property, plant and equipment and other assets approximated ¥8,389 million ($83,731 thousand).


Contingencies -

Contingent liabilities for guarantees given in the ordinary course of business amounted to approximately ¥293 million ($2,924 thousand) at March 31, 2008. NIDEC has guaranteed approximately ¥293 million ($2,924 thousand) of bank loans of employees for their housing costs. If an employee defaults on his/her loan payments, NIDEC is required to perform under the guarantee. The undiscounted maximum amount of NIDEC’s obligation to make future payments in the event of defaults is approximately ¥293 million ($2,924 thousand). The current carrying amount of the liabilities for NIDEC’s obligations under the guarantee is zero.


Concentration of risk -

NIDEC is dependent on a number of large customers for a substantial portion of NIDEC’s net sales. Sales to NIDEC’s six largest customers represented approximately 34%, 37%, and 36% of consolidated net sales for the years ended March 31, 2006, 2007, and 2008, respectively. Sales to NIDEC’s largest customer were approximately 11%, 11%, and 10% of consolidated net sales for the years ended March 31, 2006, 2007, and 2008, respectively. Accounts receivable are financial instruments that expose NIDEC to a concentration of credit risk. At March 31, 2007, the six largest customers with outstanding accounts receivable balances totaled ¥49,097 million, or 33% of the gross accounts receivable, compared to ¥47,629 million ($475,387 thousand), or 32% of the gross accounts receivable, at March 31, 2008. If any one or group of these customer’s receivable balances should be deemed uncollectable, it would have a mater ially adverse effect on NIDEC’s results of operations and financial condition.


Product warranty –

NIDEC guarantees the performance of products delivered and services rendered for a certain period or term. Estimates for warranty cost are made based on historical warranty claim experience. The changes in product warranty liability for the years ended March 31, 2007 and 2008 are summarized as follows:


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



    Yen in millions   U.S. dollars
in thousands
    March 31   March 31,
    2007   2008   2008
  Balance at beginning of year ¥ 213     ¥ 252     $ 2,515  
  Addition 60     47     469  
  Utilization (25 )   (58 )   (579 )
  Foreign exchange impact 4     0     0  
   
 
 
  Balance at end of year  ¥ 252     ¥ 241     $ 2,405  
   
 
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



25. Segment information:


(1) Enterprise-wide information:

Product information –

The following table provides product information for the years ended March 31, 2006, 2007 and 2008:

    Yen in millions
  U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
Net sales:                  
  Small precision motors:                      
 
Hard disk drives spindle motors
¥ 164,575     ¥ 198,196     ¥ 223,068     $ 2,226,450  
 
Other small precision brushless DC motors
66,463     74,445     92,359     921,838  
 
Brushless DC fans
34,872     38,656     46,525     464,368  
 
Other small precision motors *1
7,849     6,684     23,730     236,850  
   
 
 
 
 
Sub-total
273,759     317,981     385,682     3,849,506  
 
Mid-size motors
37,767     57,389     96,377     961,942  
 
Machinery
73,243     82,944     73,253     731,141  
 
Electronic and optical components
128,791     144,651     159,266     1,589,640  
 
Others
23,298     26,702     27,548     274,957  
   
 
 
 
 
Consolidated total
¥ 536,858     ¥ 629,667     ¥ 742,126     $ 7,407,186  
   
 
 
 


*1 “Small precision brush DC motors” was changed to “Other small precision motors” from the beginning of this year because the diversity of the products increased.



The “Hard disk drives spindle motors” group of products consists of hard disk drives spindle motors for 3.5-inch, 2.5-inch, 1.8-inch and 1.0-inch hard disk drives.


The “Other small precision brushless DC motors” group of products consists of brushless motors for many types of products, including optical disk drives, copiers, printers and fax machines.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



The “Brushless DC fans” group of products consists of brushless fans, which are used in many types of products, including computers and game machines for the purpose of lowering the temperature of central processing units in these products.


The “Other small precision motors” group of products consists of vibration motors for mobile phones, brush DC motors for many types of products, and stepping motors.


The “Mid-size motors” group of products consists of motors which are used in automobiles, various electric household appliances and industrial equipment.


The “Machinery” group of products consists of semi-conductor manufacturing supplies, test systems, measuring equipment, power transmission equipment, factory automation systems, card readers and industrial robots.


The “Electronic and optical components” group of products consists of camera shutters, camera lends units, encoders, switches, trimmer potentiometers, motor driven actuator units, optical pickup units, processing and precision plastic mold products.


“Others” consists of auto parts, pivot assemblies, other components and other services.


Geographic information –


Revenues from external customers, which are attributed to countries based on the location of the parent company or the subsidiaries that transacted with the external customer for the years ended March 31, 2006, 2007 and 2008, and long-lived assets for the years ended March 31, 2007 and 2008 are as follows:


    Yen in millions
  U.S. dollars
in thousands

     For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
Sales and operating revenue:                  
  Japan ¥ 294,307     ¥ 341,642     ¥ 371,705     $ 3,710,001  
  U.S.A. 8,398     10,747     19,513     194,760  
  Singapore 72,970     59,488     57,635     575,257  
  Thailand 56,246     80,579     109,994     1,097,854  
  The Philippines 6,848     12,929     13,374     133,486  
  China 30,565     36,884     45,398     453,119  
  Other 67,524     87,398     124,507     1,242,709  
   
 
 
 
 
Consolidated total
¥ 536,858     ¥ 629,667     ¥ 742,126     $ 7,407,186  
   
 
 
 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



    Yen in millions
  U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2007
  2008
  2008
Long-lived assets:                
  Japan ¥ 81,160     ¥ 82,306     $ 821,499  
  U.S.A. 1,248     1,128     11,259  
  Singapore 2,131     2,393     23,885  
  Thailand 39,670     36,373     363,040  
  The Philippines 19,189     13,828     138,018  
  China 39,048     37,336     372,652  
  Other 24,796     25,465     254,167  
   
 
 
 
Consolidated total
¥ 207,242     ¥ 198,829     $ 1,984,520  
   
 
 


 (2) Operating segment information:

The operating segments reported below are defined as components of an enterprise for which separate financial information is available and regularly reviewed by NIDEC’s chief operating decision maker. NIDEC’s chief operating decision maker utilizes various measurements to assess segment performance and allocate resources to segments.


NIDEC acquired all of the voting rights of the Motors & Actuators business of Valeo S.A., France (“NMA”) in December 2006. As the materiality of these segments increased, NMA has been identified as a reportable operating segment since three months ended June 30, 2007. Segment information for the years ended March 31, 2007 has been restated to conform to the current presentation. NIDEC acquired a majority of the voting rights of Japan Servo Co., Ltd. (“JSRV”) in April 2007. JSRV has been identified as a reportable operating segment since six months ended September 30, 2007.


The NCJ segment comprises NIDEC Corporation in Japan, which primarily produces and sells hard disk drive motors, DC motors, fans, and Mid-size motors.


The NET segment comprises Nidec Electronics (Thailand) Co., Ltd. and Nidec Precision (Thailand) Co., Ltd., subsidiaries in Thailand, which primarily produce and sell hard disk drive motors.


The NCC segment comprises Nidec (Zhejiang) Corporation, a subsidiary in China, which primarily produces and sells hard disk drive motors.

 

The NCD segment comprises Nidec (Dalian) Limited, a subsidiary in China, which primarily produces and sells DC motors and fans.


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The NCS segment comprises Nidec Singapore Pte. Ltd., a subsidiary in Singapore, which primarily produces and sells hard disk drive motors and pivot assemblies, and sells DC motors and fans.


The NCH segment comprises Nidec (H.K.) Co., Ltd., a subsidiary in Hong Kong, which primarily sells hard disk drive motors, DC motors and fans.


The NCF segment comprises Nidec Philippines Corporation and Nidec Precision Philippines Corporation, subsidiaries in The Philippines, which primarily produce and sell hard disk drive motors.


The NSNK segment comprises Nidec Sankyo Corporation, a subsidiary in Japan, which primarily produces and sells DC motors, machinery, and optical and electronic parts.


The NCPL segment comprises Nidec Copal Corporation, a subsidiary in Japan, which primarily produces and sells optical and electronic parts and machinery.


The NTSC segment comprises Nidec Tosok Corporation, a subsidiary in Japan, which primarily produces and sells automobile parts and machinery.


The NCEL segment comprises Nidec Copal Electronics Corporation, a subsidiary in Japan, which primarily produces and sells electronic parts.


The JSRV segment comprises Japan Servo Co., Ltd. in Japan, which primarily produces and sells DC motors, fans and other small precision motors. JSRV has been a new reportable segment since 2008.


The NSBC segment comprises Nidec Shibaura Corporation, a subsidiary in Japan, which primarily produces and sells mid-size motors.


The NSCJ segment comprises Nidec-Shimpo Corporation, a subsidiary in Japan, which primarily produces and sells power transmission drives, measuring machines and electric potter’s wheels.


The NMA segment comprises Nidec Motors & Actuators (Germany) GmbH and other subsidiaries in Europe and North America, which primarily produce and sell in-car motors. NMA has been a new reportable segment since 2008.


The NNSN segment comprises Nidec Nissin Corporation, a subsidiary in Japan, which primarily produces and sells optical components.


The All Others segment comprises subsidiaries that are operating segments but not designated as reportable segments due to materiality.


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NIDEC has sixteen reportable segments, NCJ, NET, NCC, NCD, NCS, NCH, NCF, NSNK, NCPL, NTSC, NCEL, JSRV, NSBC, NSCJ, NMA, and NNSN which have been identified in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information.



NIDEC evaluates performance based on segmental profit and loss, which consists of sales and operating revenues less operating expenses. Segmental profit or loss is determined using the accounting principles in the segment’s country of domicile. NCJ, NSNK, NCPL, NTSC, NCEL, JSRV, NSBC, NSCJ, NNSN’s operating profit or loss is determined using Japanese GAAP, NET applies Thai accounting principles, NCC and NCD apply Chinese accounting principles, NCS applies Singaporean accounting principles, NCH applies Hong Kong accounting principles, NCF applies Philippine accounting principles and NMA applies mainly International Financial Reporting Standards (IFRS). Therefore NIDEC’s segmental data has not been prepared under U.S. GAAP on a basis that is consistent with the consolidated financial statements or on any other single basis that is consistent between segments. While there are several differences between U.S. GAAP and t he underlying accounting bases used by management, the principal differences that affect segmental operating profit or loss are accounting for pension and severance costs, directors’ bonuses and leases. Management believes that the monthly segmental information is available on a timely basis and that it is sufficiently accurate at the segment profit and loss level for management’s purposes.


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The following tables show revenues from external customers and other financial information by operating segment for the years ended March 31, 2006, 2007 and 2008:


    Yen in millions
  U.S. dollars
in thousands

     For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
Revenues from external customers:                  
  NCJ ¥ 68,613     ¥ 89,466     ¥ 88,954     $ 887,853  
  NET 47,745     67,754     95,859     956,772  
  NCC 14,995     14,802     14,161     141,341  
  NCD 3,044     3,637     4,190     41,821  
  NCS 62,009     49,877     45,472     453,858  
  NCH 24,600     34,738     39,359     392,844  
  NCF 1,186     5,382     5,833     58,219  
  NSNK 70,195     64,907     58,475     583,641  
  NCPL 46,408     63,008     63,779     636,580  
  NTSC 22,081     22,310     25,769     257,201  
  NCEL 19,151     19,849     22,392     223,495  
  JSRV -     -     25,378     253,299  
  NSBC 13,502     16,146     17,286     172,532  
  NSCJ 9,619     10,748     11,163     111,418  
  NMA -     9,079     36,352     362,831  
  NNSN 12,022     10,895     10,847     108,264  
  All others 120,041     139,338     171,824     1,714,983  
   
 
 
 
 
Total
535,211     621,936     737,093     7,356,952  
  U.S. GAAP adjustments *1 (488 )   1,176     (3,749   (37,419 )
  Consolidation adjustments related to elimination of intercompany transactions via third party (295 )   (346 )   (47 )   (469 )
  Others *2 2,430     6,901     8,829     88,122  
   
 
 
 
 
Consolidated total
¥ 536,858     ¥ 629,667     ¥ 742,126     $ 7,407,186  
   
 
 
 

*1 US GAAP adjustments are mainly related to the differences of revenue recognition between shipment and delivery bases.

*2 Revenues of subsidiaries not included in management reports due to their immateriality are the main components of Others.


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NIDEC had sales to one customer of ¥58,767 million, ¥72,037 million and ¥77,148 million within the NCJ, NET, NCC, NCS and “All Others” segments for the years ended March 31, 2006, 2007 and 2008, respectively, that exceeded 10% of NIDEC’s net sales.


    Yen in millions
  U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
Revenues from other operating segments:                
  NCJ ¥ 99,607     ¥ 91,130     ¥ 100,299     $ 1,001,088  
  NET 29,732     21,486     32,334     322,727  
  NCC 4,377     5,371     10,776     107,556  
  NCD 45,629     46,828     43,849     437,658  
  NCS 1,179     347     227     2,266  
  NCH 2,702     4,344     4,298     42,898  
  NCF 31,121     42,845     40,649     405,719  
  NSNK 17,977     13,109     13,589     135,632  
  NCPL 8,977     8,460     6,594     65,815  
  NTSC 407     357     293     2,924  
  NCEL 2,642     3,133     4,177     41,691  
  JSRV -     -     3,549     35,423  
  NSBC 2,702     3,439     3,633     36,261  
  NSCJ 1,514     2,448     2,455     24,503  
  NMA -     -     284     2,835  
  NNSN 907     762     826     8,244  
  All Others 182,093     203,616     235,225     2,347,790  
   
 
 
 
 
Total
431,566     447,675     503,057     5,021,030  
  Intersegment elimination (431,566 )   (447,675 )   (503,057 )   (5,021,030 )
   
 
 
 
 
Consolidated total
-     -     -     -  
   
 
 
 

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    Yen in millions
  U.S. dollars
in thousands

     For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
Segment profit or loss:                  
  NCJ ¥ 8,852     ¥ 11,241     ¥ 13,980     $ 139,535  
  NET 11,335     10,822     12,606     125,821  
  NCC 108     275     1,040     10,380  
  NCD 3,718     4,560     4,720     47,110  
  NCS 1,205     1,545     1,231     12,287  
  NCH 347     386     576     5,749  
  NCF 1,059     4,407     4,129     41,212  
  NSNK 9,050     7,109     5,053     50,434  
  NCPL 2,524     4,056     3,415     34,085  
  NTSC 435     1,430     1,643     16,399  
  NCEL 2,949     2,688     3,631     36,241  
  JSRV -     -     372     3,713  
  NSBC (274   136     (97   (968
  NSCJ 498     1,412     1,182     11,798  
  NMA -     59     555     5,539  
  NNSN 683     545     610     6,088  
  All Others 12,179     12,251     21,997     219,554  
   
 
 
 
 
Total
54,668     62,922     76,643     764,977  
   
 
 
 
Main components of U.S. GAAP adjustments:                    
  Pension and severance costs 151     (126   (483   (4,821 )
  Lease (167 )   (1   272     2,715  
  Directors’ bonus (437 )   (44   (3   (30 )
Consolidation adjustments mainly related to elimination of intersegment profits (174 )   1,133     (1,211   (12,087
Reclassification *1 (425 )   (590   6,134     61,224  
Others *2 (190 )   715     (4,519   (45,105
   
 
 
 
    ¥ 53,426     ¥ 64,009     ¥ 76,833     $ 766,873  
   
 
 
 

*1 Some items are reclassified from other expenses (income) and included in operating expenses (income). Reclassification mainly includes loss on disposals of fixed assets for the year ended March 31, 2007 and non-recurring gain for the year ended March 31, 2008.


*2 Profit or loss of subsidiaries not included in management reports due to their immateriality are the main components of Others. Furthermore, Others includes amortization of capitalized assets related to the business acquisitions for the year ended March 31, 2008.


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    Yen in millions
  U.S. dollars
in thousands

     For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
Interest revenue:                  
  NCJ ¥ 1,052     ¥ 1,873     ¥ 2,414     $ 24,094  
  NET 142     227     184     1,837  
  NCC 10     28     48     479  
  NCD 38     55     115     1,148  
  NCS 400     487     344     3,433  
  NCH 11     44     39     389  
  NCF 43     93     116     1,158  
  NSNK 372     539     564     5,629  
  NCPL 28     45     81     808  
  NTSC 1     1     0     0  
  NCEL 6     29     22     220  
  JSRV -     -     122     1,218  
  NSBC 70     93     78     779  
  NSCJ 66     32     24     240  
  NMA -     19     81     808  
  NNSN 14     55     68     679  
  All Others 304     595     742     7,405  
   
 
 
 
 
Total
2,557     4,215     5,042     50,324  
  Intersegment elimination (1,213 )   (1,907 )   (2,398 )   (23,934 )
   
 
 
 
 
Consolidated total
¥ 1,344     ¥ 2,308     ¥ 2,644     $ 26,390  
   
 
 
 

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    Yen in millions
  U.S. dollars
in thousands

     For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
Interest expense:                  
  NCJ ¥ 823     ¥ 1,381     ¥ 1,764     $ 17,607  
  NET 0     0     1     10  
  NCC 86     248     244     2,435  
  NCD 0     0     0     0  
  NCS 0     0     0     0  
  NCH 0     0     0     0  
  NCF 287     376     243     2,425  
  NSNK 208     333     174     1,737  
  NCPL 9     17     25     250  
  NTSC 12     13     13     130  
  NCEL 1     1     3     30  
  JSRV -     -     145     1,447  
  NSBC 152     180     220     2,196  
  NSCJ 88     73     78     779  
  NMA -     101     279     2,785  
  NNSN 18     36     46     459  
  All Others 789     1,104     1,401     13,982  
   
 
 
 
 
Total
2,473     3,863     4,636     46,272  
  Intersegment elimination (1,111 )   (1,841 )   (2,215 )   (22,108 )
   
 
 
 
 
Consolidated total
¥ 1,362     ¥ 2,022     ¥ 2,421     $ 24,164  
   
 
 
 

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    Yen in millions
  U.S. dollars
in thousands

     For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
Depreciation:                  
  NCJ ¥ 1,550     ¥ 1,487     ¥ 1,456     $ 14,532  
  NET 2,886     3,397     5,391     53,808  
  NCC 383     677     945     9,432  
  NCD 1,201     918     818     8,164  
  NCS 465     266     314     3,134  
  NCH 4     6     7     70  
  NCF 2,656     3,025     3,079     30,732  
  NSNK 1,016     861     1,006     10,041  
  NCPL 1,561     1,351     1,292     12,895  
  NTSC 707     727     766     7,645  
  NCEL 803     745     915     9,133  
  JSRV -     -     318     3,174  
  NSBC 75     89     105     1,048  
  NSCJ 345     344     301     3,004  
  NMA -     428     1,534     15,311  
  NNSN 459     463     493     4,921  
  All Others 10,975     13,340     14,926     148,978  
   
 
 
 
 
Total
25,086     28,124     33,666     336,022  
  U.S. GAAP adjustments *1 1,663     1,580     1,520     15,171  
  Others *2 (464 )   293     1,148     11,458  
   
 
 
 
 
Consolidated total
¥ 26,285     ¥ 29,997     ¥ 36,334     $ 362,651  
   
 
 
 

*1 Leased properties are not capitalized in the operating segments but are capitalized under U.S. GAAP.

*2 Depreciation expenses of subsidiaries not included in management reports due to their immateriality are the main components of Others.


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    Yen in millions
  U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2006
  2007
  2008
  2008
Income tax expenses or benefit:                  
  NCJ ¥ 5,954     ¥ 8,162     ¥ 4,069     $ 40,613  
  NET 351     88     179     1,787  
  NCC 0     0     0     0  
  NCD 353     500     267     2,665  
  NCS 102     220     103     1,028  
  NCH 61     66     98     978  
  NCF 10     12     14     140  
  NSNK 122     (1,143   (387   (3,863
  NCPL 607     2,060     1,199     11,967  
  NTSC 157     528     886     8,843  
  NCEL 1,142     1,089     1,328     13,255  
  JSRV -     -     226     2,256  
  NSBC (1,036   98     (141   (1,407
  NSCJ 88     551     423     4,222  
  NMA -     62     340     3,394  
  NNSN 1,157     295     371     3,703  
  All Others 3,800     3,479     4,048     40,402  
   
 
 
 
 
Total
12,868     16,067     13,023     129,983  
  U.S. GAAP adjustments 1,355     (757   514     5,130  
  Consolidation adjustments 990     2,150     1,947     19,433  
   
 
 
 
 
Consolidated total
¥ 15,213     ¥ 17,460     ¥ 15,484     $ 154,546  
   
 
 
 

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    Yen in millions
  U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2007
  2008
  2008
Segment assets:                
  NCJ ¥ 357,545     ¥ 365,503     $ 3,648,099  
  NET 55,326     54,590     544,865  
  NCC 9,834     11,986     119,633  
  NCD 23,510     22,883     228,396  
  NCS 21,827     16,956     169,238  
  NCH 12,731     11,286     112,646  
  NCF 22,091     17,544     175,107  
  NSNK 94,006     89,688     895,179  
  NCPL 61,104     55,969     558,629  
  NTSC 24,996     26,379     263,290  
  NCEL 27,661     29,613     295,568  
  JSRV -     17,696     176,624  
  NSBC 20,197     17,994     179,599  
  NSCJ 21,385     20,545     205,060  
  NMA 28,303     28,474     284,200  
  NNSN 11,846     10,882     108,614  
  All Others 216,729     221,434     2,210,141  
   
 
 
 
Total
1,009,091     1,019,422     10,174,888  
U.S. GAAP adjustments:                
  Lease 2,748     2,435     24,304  
  Property, plant and equipment (2,511 )   (2,721 )   (27,158 )
  Deferred tax assets 8,588     11,931     119,084  
  Marketable securities 5,511     4,245     42,369  
  Others (3,961 )   (5,489 )   (54,786 )
   
 
 
 
Sub-total
10,375     10,401     103,813  
  Elimination of intersegment assets, net of taxes (479,014 )   (490,344 )   (4,894,141 )
  Intangible assets and other fair value adjustments 16,399     17,131     170,985  
  Goodwill 67,780     71,223     710,879  
  To adjust affiliate from cost to equity method 81     (227   (2,266
  Others *1 37,911     44,108     440,244  
   
 
 
 
Consolidated total
¥ 662,623     ¥ 671,714     $ 6,704,402  
   
 
 

*1 Assets of subsidiaries not included in management reports due to their immateriality are the main components of Others.


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    Yen in millions
  U.S. dollars
in thousands

    For the year ended March 31
  For the year ended March 31,
    2007
  2008
  2008
Expenditure for segment assets:                
  NCJ ¥ 1,249     ¥ 1,168     $ 11,658  
  NET 9,390     3,002     29,963  
  NCC 1,290     1,860     18,565  
  NCD 339     480     4,791  
  NCS 344     196     1,956  
  NCH 11     5     50  
  NCF 2,937     2,298     22,936  
  NSNK 1,627     899     8,973  
  NCPL 1,544     885     8,833  
  NTSC 815     542     5,410  
  NCEL 2,453     1,296     12,935  
  JSRV -     446     4,452  
  NSBC 170     97     968  
  NSCJ 123     219     2,186  
  NMA 673     1,721     17,177  
  NNSN 316     507     5,060  
  All Others 18,301     15,660     156,304  
   
 
 
 
Total
41,582     31,281     312,217  
  Reconciliation *1 (2,438   4,379     43,707  
   
 
 
 
Consolidated total
¥ 39,144     ¥ 35,660     $ 355,924  
   
 
 

*1 The amounts of expenditure for segment assets were on an accrual basis while the amounts of consolidated total were on a cash basis.


NIDEC did not have significant non-cash items other than depreciation in reported profit. Equities in earnings of affiliates were not allocated to the segments in the financial information report available and were not regularly reviewed by NIDEC’s chief operating decision maker. Intersegment sales were made at prices that approximate current market value.


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26. Subsequent events: (Unaudited)


Dividends for the second half of the fiscal year ended March 31, 2008


Subsequent to March 31, 2008, the Company’s Board of Directors declared a cash dividend of ¥4,348 million ($43,398 thousand) payable on June 10, 2008 to stockholders as of March 31, 2008.


Lawsuits against SEMCO


NIDEC has filed lawsuits in the Osaka District Court on July 30, 2008 against Samsung Electro-Mechanics Co., Ltd. ("SEMCO"), an electronic components manufacturer based in Korea, for infringement of three Japanese patents (Nos. 3344913, 3502266, 3688015) regarding NIDEC's spindle motors mainly used for CD/DVD drives.


NIDEC has confirmed that certain disk drives currently sold in Japan use SEMCO's infringing spindle motors and requested injunctions to preclude SEMCO from marketing such motors in the Japanese market.


Redemption at maturity


On October 17, 2008, NIDEC redeemed zero coupon 0.0% convertible bonds at maturity. The total bonds redeemed were ¥26,412 million ($263,619 thousand). NIDEC financed the redemption cost by borrowings from banks.


Dividends for the first half of the fiscal year ending March 31, 2009


Subsequent to September 30, 2008, the Company's Board of Directors declared a cash dividend of ¥4,351 million ($43,427 thousand) payable on December 5, 2008 to stockholders as of September 30, 2008.


Own share repurchase


On November 21, 2008, the Company's Board of Directors resolved to repurchase its own shares, pursuant to Article 459, Paragraph 1, Item 1 of the Company Law of Japan. This resolution is a part of efforts to ensure agile capital management highly responsive to the changing business environment. The details of the share repurchase are as follows:


1. Class of shares: Common stock
2. Total number of shares to be repurchased: Up to 5,000,000 shares (3.45% of total number of shares issued)
3. Total repurchase amount: Up to 25 billion yen
4. Period of repurchase: From November 25, 2008 to November 24, 2009

Closing of Optical Pickup Unit business


On December 19, 2008, Board of Directors of Nidec Sankyo Corporation, one of the Company's subsidiaries, resolved to discontinue its optical pickup business as of December 31, 2008, which has been accounted for as part of NIDEC's "Electronic and Optical Components" business. NIDEC is currently evaluating the impact from the closing on its consolidated financial position, results of operations or liquidity.




F-82


Table of Contents
Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



27. Quarterly Financial Data for the year ended March 31, 2008: (Unaudited)


  Yen in millions
  First
Quarter

  Second
Quarter

  Third
Quarter

  Forth
Quarter

  Total
Net sales ¥ 172,174     ¥ 190,527     ¥ 196,287     ¥ 183,138     ¥ 742,126  
Operating expenses:                            
Cost of products sold
136,769     149,783     153,555     143,803     583,910  
Selling, general and administrative expenses
12,711     14,234     12,147     12,191     51,283  
Research and development expenses
7,588     7,540     7,511     7,461     30,100  
 
 
 
 
 
  157,068     171,557     173,213     163,455     665,293  
 
 
 
 
 
Operating income
15,106     18,970     23,074     19,683     76,833  
Other income (expense):
 
 
 
 
Interest and dividend income
797     744     572     817     2,930  
Interest expense
(706 )   (815 )   (380 )   (520 )   (2,421 )
Foreign exchange gain (loss), net
2,370     (4,112 )   (1,026   (11,342 )   (14,110
Gain (loss) from marketable securities, net
27     92     (2 )   337     454  
Other, net
(763   (204 )   (92 )   56     (1,003 )
 
 
 
 
 
  1,725     (4,295   (928   (10,652   (14,150
 
 
 
 
 
Income before income taxes 16,831     14,675     22,146     9,031     62,683  
Income taxes (4,427 )   (3,796 )   (5,887 )   (1,374 )   (15,484 )
 
 
 
 
 
Income before minority interest and equity in earnings of affiliated companies 12,404     10,879     16,259     7,657     47,199  
Minority interest in income of consolidated subsidiaries 1,263     1,638     2,331     850     6,082  
Equity in net losses (income) of affiliated companies 25     (0   (18   (46   (39
 
 
 
 
 
Net income ¥ 11,116     ¥ 9,241     ¥ 13,946     ¥ 6,853     ¥ 41,156  
 
 
 
 
 
Per share data:  
Net income
- basic ¥76.75     ¥63.76     ¥ 96.22     ¥ 47.28     ¥ 284.00  
  - diluted ¥ 74.63     ¥ 62.04     ¥ 93.62     ¥ 46.01     ¥ 276.29  
Cash dividends
¥ 25.00     ¥ 0.00     ¥ 25.00     ¥ 0.00     ¥ 50.00  
 
 
 
 
 

Earnings-per-share amounts for each quarter are computed independently. As a result, their sum may not equal the total year earnings-per-share amounts.


F-83


Table of Contents
Index to Consolidated Financial Statements and Information

NIDEC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



  U.S. dollars in thousands
  First
Quarter

  Second
Quarter

  Third
Quarter

  Forth
Quarter

  Total
Net sales $ 1,718,475     $ 1,901,657     $ 1,959,147     $ 1,827,907     $ 7,407,186  
Operating expenses:                            
Cost of products sold
1,365,096     1,494,990     1,532,638     1,435,303     5,828,027  
Selling, general and administrative expenses
126,869     142,070     121,239     121,679     511,857  
Research and development expenses
75,736     75,257     74,968     74,468     300,429  
 
 
 
 
 
  1,567,701     1,712,317     1,728,845     1,631,450     6,640,313  
 
 
 
 
 
Operating income
150,774     189,340     230,302     196,457     766,873  
Other income (expense): 
 
 
 
 
Interest and dividend income
7,955     7,425     5,709     8,155     29,244  
Interest expense
(7,046 )   (8,135 )   (3,793 )   (5,190 )   (24,164 )
Foreign exchange gain (loss), net
23,655     (41,041   (10,241   (113,205 )   (140,832
Gain (loss) from marketable securities, net
269     918     (20 )   3,364     4,531  
Other, net
(7,616 )   (2,036 )   (917 )   558     (10,011 )
 
 
 
 
 
  17,217     (42,869   (9,262   (106,318   (141,232
 
 
 
 
 
Income before income taxes 167,991     146,471     221,040     90,139     625,641  
Income taxes (44,186 )   (37,888 )   (58,758 )   (13,714 )   (154,546 )
 
 
 
 
 
Income before minority interest and equity in earnings of affiliated companies 123,805     108,583     162,282     76,425     471,095  
Minority interest in income of consolidated subsidiaries 12,606     16,348     23,266     8,484     60,704  
Equity in net losses (income) of affiliated companies 250     (0   (180   (459   (389
 
 
 
 
 
Net income $ 110,949     $ 92,235     $ 139,196     $ 68,400     $ 410,780  
 
 
 
 
 
Per share data:  
Net income
- basic $ 0.77     $ 0.64     $ 0.96     $ 0.47     $ 2.83  
  - diluted $ 0.74     $ 0.62     $ 0.93     $ 0.46     $ 2.76  
Cash dividends
$ 0.25     $ 0.00     $ 0.25     $ 0.00     $ 0.50  
 
 
 
 
 

Earnings-per-share amounts for each quarter are computed independently. As a result, their sum may not equal the total year earnings-per-share amounts.


F-84

EX-1 2 ex013.htm Exhibit 1.3



Exhibit 1.3

(Translation)


NIDEC CORPORATION

REGULATIONS OF THE BOARD OF DIRECTORS

(As amended on June 24, 2008)


(Purpose)

Article 1. The purpose of these regulations is to provide for the functions and powers of the board of directors of the company and the procedures for conducting its meeting and thereby to attain reasonable conduct of its meetings.

2. The matters relating to the board of directors shall be governed by these regulations as well as by laws, ordinances or the articles of incorporation.


(Treatment of doubts)

Article 2. Any doubt that may arise in connection with the administration of these regulations shall be dealt with by resolution of the board of directors.


(Composition)

Article 3. The board of directors shall be composed of all of the directors.  Statutory auditors have to be present and give their opinions at any meeting of the board of directors if need were.


(Time of holding meetings)

Article 4. The meetings of the board of directors shall consist of ordinary meetings and extraordinary meetings.

2. Ordinary meetings of the board of directors shall be held once every month and extraordinary meetings of the board of directors shall be held whenever the necessity arises.

3. The ordinary meetings of the board of directors mentioned in the preceding paragraph may be postponed or called off depending on the circumstances; provided, however, that such meetings shall not be called off consecutively for three months.


(Person having convening power)

Article 5. Each meeting of the board of directors shall be convened by the president. If the president is unable to act, another director shall act in his place in the order previously determined by the board of directors.

2. Any directors may request the convening of a meeting of the board of directors by presenting to the person having convening power mentioned in the preceding paragraph a document setting forth the matters to be considered and the reasons therefor.


(Convening procedure)

Article 6. Notice for convening a meeting under the preceding article shall be dispatched not later than three days prior to the date of the meeting; provided, however, that such period of notice may be shortened in case of urgency.

2. If consented to by all the directors and the statutory auditors, a meeting of the board of directors may be held without following the convening procedure.


(Chairman)

Article 7. Chairmanship of each meeting of the board of directors shall be assumed by the president. If the president is unable to act, another director shall act in his place in the order previously determined by the board of directors.


(Attendance by counselors, etc)

Article 8. If the board of directors deems it necessary, it may require the counselors and other persons to attend its meeting and give their reports or opinions.


(Method of adopting resolutions)

Article 9. Resolutions of the board of directors shall be adopted at its meeting at which a majority of the directors shall be present, by a majority of the directors so present.

2. Directors interested in any of the resolutions mentioned in the preceding paragraph can not participate in such resolution. In that case, the number of such directors shall not be counted in the number of directors present.

3. In cases where a director makes a proposal on a matter to be resolved in a meeting of the board of directors, if all directors who can join the resolution of the matter express their approval on the proposal in writing or by electromagnetic record, and if statutory auditors do not object to the proposal, the resolution of the proposal shall be regarded as approved.


(Matters to be submitted)

Article 10. The matters to be submitted to the board of directors for consideration shall be as follows;

1. Statutory matters:

(1) Establishment, removal or abolition of head office or branch offices.

(2) Decision on the convening of a general meeting of shareholders and the matters to be submitted thereto.

(3) Appointment and removal of representative directors and directors with specific titles.

(4) Approval of directors competitive transactions.

(5) Approval of transactions between directors and the company

(6) Decision on the matters relating to the issuance of shares, bonds, acquisition rights of shares and bonds with acquisition rights of shares.

(7) Decision on the matters relating to the capitalization of legal reserves and the issuance of shares for free distribution.

(8) Decision on the matters relating to dividends of surplus.

(9) Decision on the matters relating to a subdivision of shares.

(10) Selection, removal and change of a manager of the register of shareholders and its business office.

(11) Decision on the record date of the register of shareholders.

(12) Decision on the matters relating to purchase of own shares.

(13) Decision on the matters relating to dispose of own shares, purchase of own shares from subsidiaries and depreciation of own shares.

(14) Decision on the matters relating to decrease of number of shares (one unit) or to abolish the rule of number.

(15) Such other matter as the board of directors may deem important.


2. Important matters relating to business:

(1) Matters relating to the incorporation of affiliated companies.

(2) Matters relating to business cooperation or joint ventures with other companies.

(3) Decision on new projects (meaning those requiring amendment of the articles of incorporation and those requiring no such amendment but requiring investment of ¥100 million or more in each instance).

(4) Such other matters as the board of directors may deem necessary.


3. Matters relating to accounting:

(1) Approval of accounting documents and their accompanying detailed statements.

(2) Approval of proposed appropriation of profits or losses.

(3) Monthly financial report.

(4) Compilation and drafting of annual business plans.(statement income, balance sheet, manpower planning, cash flow planning, borrowed money planning)

(5) Establishment of borrowing limits and determination of borrowings over such limits.

(6) Establishment of limits to acquisition of securities, a acquisition, pledge, loans and disposition of securities above such limits.

(7) Acquisition, repair and disposition of fixed assets and important property worth ¥300 million in each instance.

(8) Making investment of ¥300 million or more in each instance.

(9) Lending of assets or making loans or giving guarantee or offering a mortgage of obligations worth ¥300 million or more in each instance.

(10) Borrowing or leasing of assets worth ¥300 million or more in each instance.

(11) Adjustment, release from obligations in respect of bad debts of ¥20 million or more in each instance.

(12) Such other matter as the board of directors may deem necessary.


4. Matters relating to personnel affairs:

(1) Selection of directors with specific titles.

(2) Appointment and removal of executive officers.

(3) Selection and removal of executive officers with specific titles.

(4) Such other matter as the board of directors may deem important.


5. Others:

(1) Institution and defense of legal actions of managerial importance, policies for settling such actions and selection of counsels.

(2) Making court settlement or withdrawal of suits of managerial importance, and settlement policies and settlement of disputes of managerial importance.

(3) Approval of establishment, amendment or repeal of important rules and regulations (e.g., the share handling regulations, the regulations of the board of directors, the executive officers regulations, the proposal processing regulations, company regulations concerning insider trading, the CSR regulations, compliance regulations, risk management regulations).

(4) Other matters provided for in laws, ordinances or the articles of incorporation and such other matter as the board of directors may deem important.


(Ratification)

Article 11. If there arises any matter which can not be submitted to the board of directors for consideration because it requires an urgent action or for any other unavoidable cause, representative directors may take such action as they may deem fit, notwithstanding the provisions of article 9. In that case, ratification of the board of directors must be sought at its next meeting.


(Reporting)

Article 12. The president shall report to the board of directors the state of execution of business of the company and other necessary matters at least once every three months;  provided, however, that depending on the case, the president may cause such report to be made by other directors in charge of the business in question.

2. A director who has made a competitive transaction or a transaction with the company shall report to the board of directors the important facts about such transaction without delay.


(Minutes)

Article 13. The proceedings in outline and the resultant actions taken at each meeting of the board of directors shall be recorded in minutes and the directors and statutory auditors present shall affix their names and seals thereto and such minutes shall be kept on file at the company permanently.

2.

If a matter is approved in writing in a meeting of the board of directors, the documents or electronic medium where the directors expressed their opinions on the matter shall be kept on file at the company for ten (10) years.


(Secretariat)

Article 14. The administrative affairs relating to the board of directors shall be under the charge of the manager of the general affairs department and the minutes shall be kept on file at the general affairs department.


(Amendment and repeal)

Article 15. Any amendment or repeal of these regulations shall be made by resolution of the board of directors.




EX-1 3 ex014.htm Exhibit 1.4



Exhibit 1.4

(Translation)


NIDEC CORPORATION

REGULATIONS OF THE BOARD OF STATUTOTY AUDITORS

(As amended on July 05, 2008)


(Purpose)

Article 1.

These Regulations prescribe matters concerning the board of statutory auditors based on laws, regulations and the articles of incorporation.


(Organization)

Article 2.

1.

The board of statutory auditors shall consist of all statutory auditors.

2.

The board of statutory auditors shall have full-time statutory auditors.

3.

In addition to the provision in the previous section, the board of statutory auditors shall have a chairperson of meetings of the board of statutory auditors.


(Purpose of the board of statutory auditors)

Article 3.

The board of statutory auditors shall receive reports on, deliberate or resolve important audit-related matters.  However, the board may not impede each statutory auditor from exercising his/her authority.


(Duties of the board of statutory auditors)

Article 4.

The board of statutory auditors shall perform the following duties.  However, any decision based on Section 3 of this Article may not impede each statutory auditor from exercising his/her authority.

1.

Write auditors’ reports.

2.

Select and dismiss full-time auditors.

3.

Decide on matters concerning auditing policy and work, and matters on statutory auditors’ duties including how to investigate the financial status.


(Select and dismiss full-time statutory auditors)

Article 5.

From statutory auditors, the board of statutory auditors shall select full-time auditors or dismiss them based on its resolution.


(Chairperson)

Article 6.

1.

Based on its resolution, the board of statutory auditors shall decide a chairperson from statutory auditors.

2.

In addition to the duties prescribed in Section 1 of Article 8, the chairperson of the board of statutory auditors shall perform duties delegated by the board of statutory auditors.  However, the chairperson may not impede each statutory auditor from exercising his/her authority.


(Convene a meeting of the board of statutory auditors)

Article 7.

The board of statutory auditors shall convene a regular meeting of the board of statutory auditors monthly.  However, if necessary, the board may convene the meeting when it so wishes.


(Personnel authorized to summon a meeting of the board of statutory auditors)

Article 8.

1.

The chairperson shall summon and run the meeting of the board of statutory auditors.

2.

Each statutory auditor may request the chairperson to summon a meeting of the board of statutory auditors.

3.

If the chairperson does not summon a meeting of the board of statutory auditors despite such a request described in the previous section, the statutory auditor who has made the request may summon and run the meeting by himself/herself.


(Procedure to summon a meeting of the board of statutory auditors)

Article 9.

1.

To summon a meeting of the board of statutory auditors, a notice thereof shall be sent to each statutory auditor by three (3) days before the date of the meeting.

2.

The board of statutory auditors may skip the procedure to summon a meeting of the board of statutory auditors and convene the meeting if all statutory auditors so agree.


(How to reach resolutions)

Article 10.

1.

The board of statutory auditors shall resolve matters with the approval of the majority of the statutory auditors.

2.

Resolution shall be reached after deliberation based on sufficient information.


(Resolution on auditing policy, etc.)

Article 11.

1.

Policies, plans, methods, duty sharing and other relevant matters concerning audits shall be developed after resolutions are reached in the meeting of the board of statutory auditors.

2.

In addition to the matters above, the board of statutory auditors shall resolve matters, including budget for auditing cost, which statutory auditors deem necessary to perform their duties.

3.

The board of statutory auditors shall resolve the following systems, and request board members to improve them.

i.

Matters concerning assisting personnel for statutory auditors’ duties.

ii.

Matters concerning the aforementioned assisting personnel’s independence from board members and executive officers (vice presidents).

iii.

Reporting systems to statutory auditors including a system for board members, executive officers (vice presidents) and assisting personnel to report to statutory auditors.

iv.

In addition to the above systems, reporting systems to ensure effective audits by statutory auditors.


(Regular meeting with representative directors, etc.)

Article 12.

1.

The board of statutory auditors shall have a regular meeting with representative directors to promote mutual understanding with them by exchanging opinions on the Company’s issues, status on improving the auditing environment for auditors, important auditing issues, etc., and by making necessary requests to the representative directors.

2.

As necessary, the board of statutory auditors shall explain to representative directors and the board of directors the auditing policy, the auditing plan, and the statuses and results of audits.

3.

In addition to statutory matters, the board of statutory auditors, based on No. 3 of Section 3 of the previous article, shall deliberate with board members, decide, and receive reports on matters that board members, executive officers (vice presidents) and assisting personnel should report to the board of statutory auditors.


(Report to the board of statutory auditors)

Article 13.

1.

Statutory auditors shall report the status of the performance of their duties to the board of statutory auditors regularly and as necessary, and shall report such information whenever requested by the board of statutory auditors.

2.

If reported by any of accounting auditors, board members, executive officers (vice presidents), an internal auditing department’s or other departments’ assisting personnel, or any other personnel, statutory auditors shall report the matter to the board of statutory auditors.

3.

As necessary, the board of statutory auditors shall request accounting auditors, board members, executive officers (vice presidents), an internal auditing department’s or other departments’ assisting personnel, or any other personnel to report to it.

4.

In the aforementioned case (in Section 3), if any of statutory auditors, accounting auditors, board members, executive officers (vice presidents), an internal auditing department or other departments’ assisting personnel, or any other personnel reports to all statutory auditors a matter that should be reported to the board of statutory auditors, such a matter shall not have to be reported to the board of statutory auditors.


(Actions to reports)

Article 14.

When the board of statutory auditors receives any of the following reports, it shall investigate such a reported case as necessary, and take appropriate measures, depending on the circumstance.

1.

Reports on the discovery of a fact that could damage the Company significantly

2.

Reports on the discovery of materially improper performance by any of board members and executive officers (vice presidents) in executing their duties, or the discovery of a grave fact on a violation of laws, regulations or the articles of incorporation

3.

Reports on matters decided after being deliberated with board members in advance


(Write auditors’ reports)

Article 15.

1.

The board of statutory auditors shall receive financial reports and other documents from board members, and auditors’ reports and other documents from accounting auditors.  In principle, full-time statutory auditors shall receive these documents and other materials (including electromagnetic records).

2.

Based on an auditors’ report written by each statutory auditor, and after deliberating such reports, the board of statutory auditors shall write its auditors’ report.

3.

If any difference exists between the auditors’ report written by the board of statutory auditors and the auditors’ report written by individual statutory auditors, and if requested by those statutory auditors, the board of statutory auditors shall attach the auditors’ reports written by the statutory auditors to the auditors’ report written by the board of statutory auditors.

4.

Auditors’ reports written by the board of statutory auditors shall be either signed, or signed and affixed (manually or electronically) by each statutory auditor.  Full-time and outside statutory auditors shall either write down or record such information.

5.

If the Company writes either an extraordinary financial report or a consolidated financial report, it shall be used to satisfy the aforementioned regulation (in Section 4).

6.

The board of statutory auditors shall submit the aforementioned auditors’ report to board members, and shall send accounting auditors duplicated copies thereof.


(Agreement, etc. on selecting statutory auditors)

Article 16.

1.

The following matters concerning selecting statutory auditors shall be based on the resolution of the board of statutory auditors.

i.

Approval to submit an agenda on selecting a statutory auditor to the shareholders’ meeting

ii.

Request to make selecting a statutory auditor a purpose to convene a shareholders’ meeting

iii.

Request to submit an agenda on selecting a statutory auditor to a shareholders’ meeting

2.

The previous section shall apply when selecting an alternate auditor.


(Agreement, etc. on selecting account auditors)

Article 17.

1.

The following matters concerning selecting, dismissing or not reappointing accounting auditors shall be resolved in the board of statutory auditors.

i.

Approval to submit an agenda on selecting an accounting auditor to a shareholders’ meeting

ii.

Approval to make dismissing or not reappointing an accounting auditor a purpose to convene a shareholders’ meeting

iii.

Request to submit an agenda on selecting an accounting auditor to a shareholders’ meeting

iv.

Request to make selecting, dismissing or not reappointing an accounting auditor a purpose to convene a shareholders’ meeting

v.

Selecting personnel to perform a statutory auditor’s duties temporarily if there is any vacancy.

2.

All statutory auditors’ approvals to dismiss an accounting auditor based on statutory grounds for dismissal may be obtained after resolution by the board of statutory auditors.  In such a case, the statutory auditor designated by the board of statutory auditors shall report the dismissal and its reasons in the first shareholders’ meeting after the dismissal.

3.

If any of the approvals in the previous section needs to be obtained urgently, it may be so done in writing or by electromagnetic record.


(Approval on statutory auditors’ remunerations)

Article 18.

Approval on remunerations for personnel who perform the duties of accounting auditors or temporary accounting auditors shall be resolved by the board of statutory auditors.


(Approval on partial exemption of board members’ responsibilities)

Article 19.

1.

The following approvals by all statutory auditors may be obtained after resolution by the board of statutory auditors.

i.

Approval to submit an agenda on partial exemption of board members’ responsibilities to a shareholders’ meeting

ii.

Approval to submit to a shareholders’ meeting an agenda on amending the articles of incorporation to partially exempt board members’ responsibilities

iii.

Approval to submit an agenda on partial exemption of board members’ responsibilities to a shareholders’ meeting based on provisions in the articles of incorporation

iv.

Approval to submit to a shareholders’ meeting an agenda on amending the articles of incorporation to conclude a contract with outside board members on partial exemption of board members’ responsibilities

2.

If any of the above approvals needs to be obtained urgently, it may be so done in writing or by electromagnetic record.


(Deliberation on statutory auditors’ exercising their authority)

Article 20.

1.

If statutory auditors exercise their authority or obligation on any of the following matters, they may resolve the matter in a meeting of the board of statutory auditors in advance.

i.

Explanation in response to shareholders’ questions in writing before a shareholders’ meeting

ii.

Report to the board of directors, and request to summon a meeting of the board of directors, etc.

iii.

Investigation result on agendas, documents and other materials to be submitted to a shareholders’ meeting

iv.

Injunction to stop a board member’s acts outside the Company’s scope of purposes or acts against laws, regulations or the articles of incorporation

v.

Statement in a shareholders’ meeting on selecting, dismissing, resignation of, and remuneration of statutory auditors

vi.

Matters on lawsuits between the Company and board members

vii.

Matters on filing lawsuits, etc.


(Resolution on remunerations, etc.)

Article 21.

Statutory auditors’ remunerations, etc. may be resolved in meetings of statutory auditors if all statutory auditors so agree.


(Minutes of meetings)
Article 22.

1.

The board of statutory auditors shall take minutes of meetings including the following matters, and all statutory auditors who attended such meetings shall either sign, or sign and affix their seal (manually or electronically) on the minutes.

i.

The date and the place of the meeting (This information shall include how any of statutory auditors, board members, executive officers (vice presidents) or accounting auditors who were not physically present in the meeting participated therein.)

ii.

How issues were discussed and the result thereof

iii.

Description of opinions and summary of statements if any of them were given on the following matters in a meeting of the board of statutory auditors

a.

Report by any of board members or executive officers (vice presidents) who discovered a fact that could damage the Company significantly

b.

Report by an accounting auditor on the discovery of improper performance of any of board members or executive officers (vice presidents) in executing their duties, or the discovery of a grave fact on a violation of laws, regulations or the articles of incorporation

iv.

Names or appellations of board members, executive officers (vice presidents) or accounting auditors who attended the meeting of the board of statutory auditors

v.

The name of the chairperson of the meeting of the board of statutory auditors

2.

If a report is decided not to have to be submitted to the board of statutory auditors based on the provision in Section 4 of Article 13, minutes including the following information shall be taken.

i.

Information on matters decided not to have to be reported to the board of statutory auditors

ii.

The day when such information was decided not to have to be reported to the board of statutory auditors

iii.

Appointing a statutory auditor who performed duties concerning taking minutes

3.

The Company shall keep the minutes in the previous section (Section 2) at its head office for ten (10) years.


(Secretariat for meetings of the board of statutory auditors)

Article 23.

Statutory auditors’ assisting personnel, such as audit staff, shall perform administrative work related to running a meeting of the board of statutory auditors, including summoning the meeting and taking minutes thereof.


(Statutory auditors’ auditing standard)

Article 24.

Matters concerning audits by the board of statutory auditors and statutory auditors shall be handled based on laws, regulations, or provisions in these Regulations, and on statutory auditors’ auditing standard prescribed in the meetings of the board of statutory auditors.


(Revise and eliminate these Regulations)

The board of statutory auditors shall revise and eliminate these Regulations.


(Supplementary provision)

These Regulations shall become effective as of July 05, 2008.




EX-1 4 ex081.htm Exhibit 8.1

Exhibit 8.1


Subsidiaries of the registrant


No.

Company name in English

Jurisdiction of Incorporation

1

Nidec America Corporation

U.S.A

2

Nidec Electronics GmbH

Germany

3

Nidec Electronics (Thailand) Co., Ltd.

Thailand

4

Nidec Precision (Thailand) Co., Ltd.

Thailand

5

Nidec Hi-Tech Motor (Thailand) Co., Ltd.

Thailand

6

Nidec (Dalian) Limited

China

7

Nidec Taiwan Corporation

Taiwan

8

Nidec Singapore Pte. Ltd.

Singapore

9

P.T. Nidec Indonesia

Indonesia

10

Nidec (H.K.) Co., Ltd.

Hong Kong

11

Nidec Philippines Corporation

Philippines

12

Nidec Precision Philippines Corporation

Philippines

13

Nidec Subic Philippines Corporation

Philippines

14

Nidec Korea Corporation

Korea

15

Nidec-Kyori Corporation

Japan

16

Nidec-Kyori (Shanghai) Machinery Corporation

China

17

Nidec Machinery Corporation

Japan

18

Nidec Machinery (Thailand) Co., Ltd.

Thailand

19

Nidec Total Service Corporation

Japan

20

Nidec Total Service (Zhejiang) Corporation

China

21

Nidec Nemicon Corporation

Japan

22

Nidec Power Motor Corporation

Japan

23

Nidec Seiko Corporation

Japan

24

Nidec Power Motor (Shanghai) International Trading Co., Ltd.

China

25

Nidec Power Motor (Zhejiang) Co., Ltd.

China

26

Nidec-Shimpo Corporation

Japan

27

Nidec-Read Corporation

Japan

28

Nidec-Read Taiwan Corporation

Taiwan

29

Nidec-Read Korea Corporation

Korea

30

Nidec-Shimpo America Corporation

U.S.A

31

Shimpo Drives Incorporation

U.S.A

32

Nidec-Shimpo Philippines Corporation

Philippines

33

Nidec -Shimpo (Shanghai) International Trading Co., Ltd.

China

34

Nidec-Shimpo (Zhejiang) Corporation

China

35

Nidec-Shimpo (H.K.) Co., Ltd.

Hong Kong

36

Nidec Tosok Corporation

Japan

37

Nidec Tosok (Vietnam) Co., Ltd.

Vietnam

38

Nidec Tosok (Shanghai) Co., Ltd.

China

39

Nidec Copal Corporation

Japan

40

Nidec Copal Philippines Corporation

Philippines

41

Nidec Copal (Vietnam) Co., Ltd.

Vietnam

42

Nidec Copal (Malaysia) Sdn. Bhd.

Malaysia

43

Nidec Copal Precision Parts Corporation

Japan

44

Nidec Copal (Thailand) Co., Ltd.

Thailand

45

Copal Optical and Electronic Machinery (Shanghai) Co., Ltd.

China

46

Nidec Copal (U.S.A) Corporation

U.S.A

47

Nidec Copal Hong Kong Co., Ltd.

Hong Kong

48

Nidec Copal (Zhejiang) Co., Ltd.

China

49

Nidec Copal Electronics Corporation

Japan

50

Nidec Copal Electronics, Inc.

U.S.A

51

Nidec Copal Electronics GmbH

Germany

52

Globa Service Inc.

Japan

53

Globa Sales Co., Ltd.

Japan

54

Kansai Globa Sales Co., Ltd.

Japan

55

Nidec Copal Electronics (Shanghai) Co., Ltd.

China

56

Nidec Copal Electronics (Korea) Co.,Ltd.

Korea

57

Nidec Copal Electronics (Zhejiang) Co., Ltd.

China

58

Nidec Copal Electronics Singapore Pte. Ltd.

Singapore

59

Fujisoku Corporation

Japan

60

Nidec Shibaura Corporation

Japan

61

Nidec Shibaura (Zhejiang) Co., Ltd.

China

62

Nidec Shibaura Electronics (Thailand) Co., Ltd.

Thailand

63

Nidec Shibaura (H.K.) Limited

Hong Kong

64

Nidec Steel Products (Zhejiang) Co., Ltd.

China

65

Nidec System Engineering (Zhejiang) Corporation

China

66

Nidec (Zhejiang) Corporation

China

67

Nidec (Dongguan) Limited

China

68

Nidec Automobile Motor (Zhejiang) Corporation

China

69

Nidec (New Territories) Co., Ltd.

China

70

Nidec (Shanghai) International Trading Co., Ltd.

China

71

Nidec Vietnam Corporation

Vietnam

72

Nidec Sankyo Corporation

Japan

73

Nidec Logistics Corporation

Japan

74

Nidec Logistics Consulting (Pinghu) Corporation

China

75

Nidec Logistics Singapore Pte. Ltd.

Singapore

76

Nidec Sankyo Service engineering Corporation

Japan

77

Nidec Sankyo Shoji Corporation

Japan

78

Nidec Sankyo America Corporation

U.S.A

79

Nidec Sankyo Taiwan Corporation

Taiwan

80

Nidec Sankyo Singapore Pte. Ltd.

Singapore

81

Nidec Sankyo (Zhejiang) Corporation

China

82

Nidec Sankyo Vietnam Corporation

Vietnam

83

Nidec Sankyo (Fuzhou) Corporation

China

84

Nidec Sankyo Fuzhou (H.K.) Co., Ltd.

Hong Kong

85

Nidec Sankyo Electronics (Shanghai) Corporation

China

86

Nidec Sankyo (H.K.) Co., Ltd.

Hong Kong

87

Nidec Sankyo Electronics (Shaoguan) Co., Ltd.

China

88

Nidec Sankyo Electronics (Shenzhen) Corporation

China

89

Nidec Sankyo Europe GmbH

Germany

90

Nidec Nissin Corporation

Japan

91

Nidec Nissin Tohoku Corporation

Japan

92

Nidec Nissin (H.K.) Co., Ltd.

Hong Kong

93

Nidec Nissin (Dongguan) Corporation

China

94

Nidec Nissin Vietnam Corporation

Vietnam

95

P.T. Nidec Nissin Indonesia

Indonesia

96

Nidec Nissin (Dalian) Corporation

China

97

Nidec Pigeon Corporation

Japan

98

Nidec Pigeon (H.K.) Co., Ltd.

Hong Kong

99

Nidec Motors & Actuators

France

100

Nidec Motors & Actuators (Germany) GmbH

Germany

101

NMA Property Verwaltungsgesellschaft mbH

Germany

102

Nidec Motors & Actuators (Poland) Sp.Z o.o.

Poland

103

Nidec Motors & Actuators (Spain) S.A.

Spain

104

Nidec Motors & Actuators (USA)) INC.

U.S.A

105

Nidec Motors & Actuators (Mexico) S. de R.L. de C.V.

Mexico

106

Nidec Brilliant Co., Ltd.

Singapore

107

Nidec BMS Pte. Ltd.

Singapore

108

BG Casting Pte. Ltd.

Singapore

109

Nidec Legend Pte. Ltd.

Singapore

110

PT Brilliant Precision

Indonesia

111

PT Pacific Coatings Batam

Indonesia

112

Nidec Brilliant (Thailand) Co., Ltd.

Thailand

113

Nidec Brilliant Precision (Thailand) Co., Ltd.

Thailand

114

Nidec Brilliant (Suzhou) Co., Ltd.

China

115

Brilliant Technology (Suzhou) Co., Ltd.

China

116

Nidec BMS (Suzhou) Co., Ltd.

China

117

Brilliant Magnesium Pte. Ltd.

Singapore

118

Brilliant Precision Manufacturing Sdn. Bhd.

Malaysia

119

Taima Casting Sdn. Bhd.

Malaysia

120

Japan Servo Co.,Ltd.

Japan

121

Servo Techno System Co.,Ltd.

Japan

122

Japan Servo Motors Singapore Pte,Ltd

Singapore

123

PT.Japan Servo Batam

Thailand

124

Japan Servo USA Inc.

U.S.A

125

Japan Servo (Hong Kong) Limited

Hong Kong

126

Changzhou Servo Motors Co.,Ltd.

China

127

Japan Servo Europe GmbH

Germany

128

Nidec Servo Vietnam Corporation

Vietnam


EX-1 5 ex111.htm Exhibit 11.1




Exhibit 11.1

(Translation)


NIDEC CORPORATION

Code of Ethics


Compliance Rules

(As amended on April 15, 2008)



Chapter I: General Provisions


Article 1 (Purpose)


These Compliance Rules (these “Rules”) set forth the basic principles, structure and operation of a compliance system that, through continuous review and improvement, is designed to promote the proper conduct of our business in accordance with applicable laws and regulations.


Article 2 (Scope of Application)


These Rules shall apply to Nidec Corporation (the “Company”).  However, these Rules shall not be prevented from being applied to the Company’s affiliated companies as necessary.


Article 3 (Definition of Compliance)


As used herein, “Compliance” refers to a comprehensive management system that is designed to establish corporate integrity, earn the respect of the communities in which we do business and raise ethical awareness among our directors, officers and employees by promoting the observance of laws, regulations, company rules and ethical conduct.



Chapter II: Structure


Article 4 (The Board of Directors)


The Board of Directors shall decide basic matters relating to Compliance.


Article 5 (The Compliance Committee)


5.1.

A Compliance Committee (the “Committee”) shall be established with the board member in charge of the Compliance Office as its chairman. The Committee shall establish a basic Compliance policy, and supervise the progress of the Company’s status on compliance.


5.2.

The members of the Committee shall be those of the Managing Directors’ Meeting.


Article 6 (The Compliance Office)


The Committee shall have a Compliance Office (the “Office”) that shall serve as secretariat.  The Office shall be responsible for vigorously enforcing Compliance by planning and proposing policies concerning Compliance and providing each business division with guidance and support.


Article 7 (Compliance Officer)


7.1. Each business unit general manager, division general manager or other person separately appointed by the Committee (each, a “Compliance Officer”) shall be accountable to the Committee concerning Compliance matters within his or her area of jurisdiction.


7.2. The Compliance Officer, in response to compliance-related needs within the range of his/her business operations, shall handle issues properly with the Compliance Office’s support.


Article 8 (Special Rules Regarding Public Relations)


If the Office decides that a particular Compliance matter may affect public relations, it shall report the matter as soon as possible to the manager of the Public Relations & Advertisement Division and the manager of the Investor Relations Division.



Chapter III: Code of Ethics


Article 9 (Code of Ethics)


9.1. The Company’s executives and regular employees shall:

a) Promote honest and ethical conduct, including the ethical handling of conflicts of interest,

b) Promote full, fair, accurate, timely and understandable disclosure,

c) Promote compliance with applicable laws and governmental rules and regulations, and

d) Deter wrongdoing.


9.2. The Company’s executives and regular employees shall owe a duty to the Company to act with integrity.  Integrity requires, among other things, being honest and candid.  Deceit and subordination of principle are inconsistent with integrity.


9.3. The Company’s executives and regular employees shall:

a) Act with integrity, including being honest and candid while still maintaining the confidentiality of information where required or consistent with the Company’s policies,

b) Observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company policies, and

c) Adhere to a high standard of business ethics.


Article 10 (Conflicts of Interest and Corporate Opportunities)


10.1. The Company’s executives and regular employees shall refrain from conduct that conflicts with the interests of the Company and subordinate their personal interests to those of the Company.  A “conflict of interest” can arise when any of the Company’s executives and regular employees takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively.  Before taking any action that might conflict with or compete against the interests of the Company, directors shall obtain prior approval from the Board of Directors in accordance with Articles 356-1 and 365 of the Company Law of Japan.


10.2. Some clear conflict of interest situations that should always be approved by the Board of Directors, if material, include the following.  It shall be remembered that any case that has a conflict of interest to any of the Company’s executives and regular employees also has a conflict of interest to his/her family member(s).

a) Any significant ownership interest in any supplier or customer;

b) Any consulting or employment relationship with any customer, supplier or competitor;

c) Any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;

d) The receipt of non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings;

e) Being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member; and

f) Selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell.


Anything that would present a conflict for a Covered Person would likely also present a conflict if related to a member of his or her family.


10.3. When the Company’s executives and regular employees are uncertain as to whether their or others conduct might conflict with the Company’s interests, they shall consult with and/or report to the Office.


Article 11 (Disclosure Controls and Procedures)


11.1. The Company’s executives and regular employees shall be familiar with and comply with the Company’s Disclosure Controls and Procedures applicable to him/her, so that the Company’s subject reports and documents filed with the Securities and Exchange Commission (the “SEC”) comply in all material respects with the applicable federal securities laws and SEC rules.


11.2. The Company’s executives and regular employees having direct or supervisory authority regarding these SEC filings or the Company’s other public communications concerning its general business, results, financial condition and prospects shall, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.


11.3. The Company’s executives and regular employees shall:

a) Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company,

b) Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations.

c) Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others).


Article 12 (Confidentiality)


The Company’s executives and regular employees shall maintain the confidentiality of undisclosed material information concerning to the Company, affiliated companies, customers, joint venture partners and other such parties that, if disclosed, would harm the Company or such other entities.


Article 13 (Prohibition of Unfair Transactions)


13.1. The Company does not seek competitive advantage through unlawful or unethical business practices.


13.2. The Company’s executives and regular employees shall endeavor to deal fairly with customers, competitors and other parties with whom they deal during the course of business, and shall refrain from engaging in unfair transactions or acts, such as price or market manipulation, concealing facts, taking advantage of information that they become aware of based on their position, miscommunication of material information and similar such acts.


Article 14 (Protection and Proper Use of the Company’s Assets)


The Company’s executives and regular employees shall protect the Company’s assets and ensure their efficient use.  All Company’s assets shall be used only for legitimate business purposes.


Article 15 (Compliance with Laws)


15.1. The Company’s executives and regular employees shall observe all laws and regulations applicable to the Company’s business.


15.2. The Company’s executives and regular employees shall exercise sufficient care with respect to investments in securities so that they do not violate insider-trading laws and so that they comply with the Financial Instruments and Exchange Law and Company rules.  The Company’s executives and regular employees shall consult with and/or report to the Office if they do not understand applicable laws or regulations or if they have any doubts regarding their application.


Article 16 (Responsibility to Report Noncompliance)


If any of the Company’s executives and regular employees violate any Compliance rules, are compelled to violate any Compliance rules or become aware of a violation of Compliance rules by a third party, they shall report such violation to the Office. In such case, the Company shall do everything possible to maintain the confidentiality of the report, the name of the person making the report and related matters.  Also, the Company shall not retaliate against or cause disadvantage to a reporting person.


Article 17 (Waivers of this Code of Ethics)


17.1. From time to time, the Company may waive some provisions of this Code of Ethics.  Any Company’s executives and regular employees who believe that a waiver may be called for shall contact the Office.


17.2.Any changes to or waiver of this Code of Ethics for directors of the Company shall, to the extent required, be promptly disclosed as provided by SEC rules.



Chapter IV: Policy and Planning


Article 18 (Compliance Enforcement)


The Committee shall at the start of the fiscal year prepare and submit a basic plan concerning Compliance to the Board of Directors for their approval.  


Article 19 (Compliance Training)


The Personnel Division shall consider ways to improve Compliance awareness when it designs training programs for the Company’s executives and regular employees.



Chapter V: Follow up


Article 20 (Compliance Audit)


Corporate Administration & Internal Audit Department shall provide appropriate instruction and supervision as it deems necessary.


Article 21 (Revision)


Any revision of these Rules shall be made by resolution of the Board of Directors.







EX-1 6 ex12120083date1224.htm Exhibit 12.1



Exhibit 12.1


CERTIFICATION


I, Shigenobu Nagamori, certify that:


1.  I have reviewed this annual report on Form 20-F/A of Nidec Corporation;


2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;


4.  The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and


5.  The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.



Date:  December 24, 2008


/s/   Shigenobu Nagamori

Shigenobu Nagamori

President, Chief Executive Officer and Representative Director





EX-1 7 ex12220083date1224.htm Exhibit 12.2



Exhibit 12.2


CERTIFICATION


I, Yasunobu Toriyama, certify that:


1.  I have reviewed this annual report on Form 20-F/A of Nidec Corporation;


2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;


4.  The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and


5.  The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.



Date: December 24, 2008


/s/   Yasunobu Toriyama

Yasunobu Toriyama

Executive Vice President, Chief Financial and Accounting Officer and Director




EX-1 8 ex13120083date1224.htm Exhibit 13.1

Exhibit 13.1


CERTIFICATION


Pursuant to 18 U.S.C. § 1350, the undersigned officer of Nidec Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s annual report on Form 20-F/A for the year ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated:  December 24, 2008



/s/   Shibenobu Nagamori

Shigenobu Nagamori

President, Chief Executive Officer and Representative Director


EX-1 9 ex13220083date1224.htm Exhibit 13.2

Exhibit 13.2


CERTIFICATION


Pursuant to 18 U.S.C. § 1350, the undersigned officer of Nidec Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s annual report on Form 20-F/A for the year ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:  December 24, 2008



/s/   Yasunobu Toriyama

Yasunobu Toriyama

Executive Vice President, Chief Financial and Accounting Officer and Director



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