6-K 1 f121116_mdafootnote20129.htm FORM 6-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934


For the month of November 2012.

Commission File Number:  333-13896



NIDEC CORPORATION

(Translation of registrant’s name into English)

338 KuzeTonoshiro-Cho,

Minami-Ku,Kyoto 601-8205 Japan

(Address of principal executive offices)



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

Form 20-F   X    Form 40-F __


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


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





EXHIBITS

Exhibit Number








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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: November 16, 2012        
      NIDEC CORPORATION  
      By:     /S/ Masahiro Nagayasu    
      General Manager, Investor Relations  







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NEWS RELEASE

    LOGO

NIDEC CORPORATION

New York Stock Exchange symbol: NJ

Stock exchange code (Tokyo, Osaka): 6594

FOR IMMEDIATE RELEASE

Contact:

 

Masahiro Nagayasu

 

General Manager

 

Investor Relations

 

+81-75-935-6140

 

ir@jp.nidec.com





QUARTERLY FINANCIAL STATEMENTS (U.S. GAAP)


RESULTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2012 (Unaudited)

(FROM APRIL 1, 2012 TO SEPTEMBER 30, 2012)

CONSOLIDATED

Released on November 16, 2012




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NIDEC CORPORATION

338 Kuzetonoshiro-cho,

Minami-ku, Kyoto 601-8205 Japan



CONSOLIDATED FINANCIAL RESULTS

FOR THE SIX MONTHS

ENDED SEPTEMBER 30, 2012

(Unaudited)


CONSOLIDATED STATEMENTS OF INCOME

 

Yen in millions

 

(except per share amounts)

 

For the six months

ended September 30

 

2011

2012

Net sales

¥357,291

¥353,540

Operating income

40,767

42,816

Income from continuing operations before income taxes

34,587

37,670

Income from continuing operations attributable to Nidec Corporation


23,533


26,920

Loss on discontinued operations attributable to Nidec Corporation

(1,004)

-

Net income attributable to Nidec Corporation

¥22,529

¥26,920

Per share data

  

Earning per share - basic

  

Income from continuing operations attributable to Nidec Corporation

¥170.35

¥200.66

Loss on discontinued operations attributable to Nidec Corporation

(7.27)

-

Net income attributable to Nidec Corporation

163.08

200.66

Earning per share - diluted

  

Income from continuing operations attributable to Nidec Corporation

¥159.29

¥187.29

Loss on discontinued operations attributable to Nidec Corporation

(6.80)

-

Net income attributable to Nidec Corporation

¥152.49

¥187.29

   


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

Yen in millions

 

For the six months

ended September 30

 

2011

2012

   

Consolidated net income

¥24,954

¥28,878

Other comprehensive income (loss), net of tax

(25,162)

(17,705)

Total comprehensive income (loss)

(208)

11,173

Less: Comprehensive (income) loss attributable to noncontrolling interests

(1,478)

(829)

Comprehensive income (loss) attributable to Nidec Corporation

¥(1,686)

¥10,344



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CONSOLIDATED BALANCE SHEETS

 

Yen in millions

 

2012

 

March 31

September 30

Current assets

¥439,287

¥427,805

Investments

15,572

13,519

Property, plant, equipment and others

345,542

399,361

Total assets

800,401

840,685

   

Current liabilities

252,360

398,824

Long-term liabilities

122,430

39,047

Total liabilities

374,790

437,871

Total Nidec Corporation shareholders’ equity

370,182

347,842

Noncontrolling interests

55,429

54,972

Total liabilities and equity

¥800,401

¥840,685

   



CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Yen in millions

 

For the six months

ended September 30

 

2011

2012

Net cash provided by operating activities

¥28,578

¥39,995

Net cash used in investing activities

(16,669)

(78,180)

Net cash provided by financing activities

3,060

32,446

Effect of exchange rate changes on cash and cash equivalents

(7,629)

(6,474)

Net increase (decrease) in cash and cash equivalents

7,340

(12,213)

Cash and cash equivalents at beginning of period

94,321

130,290

Cash and cash equivalents at end of period

¥101,661

¥118,077

   



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Cautionary Note Regarding Forward-Looking Statements


This report contains forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended) about Nidec Corporation and its group companies (the “Nidec Group”). These forward-looking statements are based on the current expectations, assumptions, estimates and projections of the Nidec Group in light of the information currently available to it. 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,” “intend,” “plan,” “forecast” or similar words. These statements discuss future expectations, identify strategies, contain projections of the results of operations or financial condition of the Nidec Group, 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. The Nidec Group cannot promise that the expectations expressed in these forward-looking statements will prove to be correct. Actual results could be materially different from and worse than the Nidec Group’s expectations as a result of certain factors, including, but not limited to, (i) direct and indirect impact of the floods in Thailand, (ii) direct and indirect impact of the earthquake in northern Japan in March 2011 and subsequent events and developments, including recovery of manufacturing levels and electricity supply shortages in Japan, (iii) the Nidec Group’s ability to design, develop, mass produce and win acceptance of its products, (iv) general economic conditions in the computer, information technology, home appliance, industrial and commercial machinery and equipment, automobile and related product markets, particularly levels of consumer spending, (v) exchange rate fluctuations, particularly between the Japanese yen and the U.S. dollar, the euro and other currencies in which the Nidec Group makes significant sales or in which the Nidec Group’s assets and liabilities are denominated, (vi) the Nidec Group’s ability to acquire and successfully integrate companies with complementary technologies and product lines, including, but not limited to, Nidec Motor Corporation, Nidec Seimitsu Corporation, The Minster Machine Company, Ansaldo Sistemi Industriali S.p.A., Nidec Sankyo Corporation, Jiangsu Kaiyu Auto Appliance Co., Ltd., SCD Co., Ltd., Avtron Industrial Automation Inc. and Kinetek Group Inc., and (vii) adverse changes in laws, regulations or economic policies in any of the jurisdictions where the Nidec Group has manufacturing or other operations.


As used in this document, references to “we,” ”our,” “us” and "Nidec Group" are to Nidec Corporation and, except as the context otherwise requires, its consolidated subsidiaries; “U.S. dollar” or “$” means the lawful currency of the United States of America, “Euro” or “€” means the lawful currency of those member states of the European Union which are participating in the European Economic and Monetary Union pursuant to the Treaty of the European Union, and “Japanese yen,” “yen” or “¥” means the lawful currency of Japan; and “U.S. GAAP” means accounting principles generally accepted in the United States, and “Japanese GAAP” means accounting principles generally accepted in Japan.



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Results of Operations — Six Months Ended September 30, 2012 Compared to Six Months Ended September 30, 2011 (Unaudited)


As of March 31, 2012, we discontinued our lens actuator (“LAC”) business which had previously been included in the “other small precision brushless DC motors” product category. As of the same date, we also discontinued our tape drive and disk drive mechanism (“PGN”) businesses and our compact digital camera lens unit (“CLU”) business, both of which had previously been included in the “electronic and optical components” product category. All prior period LAC, PGN and CLU amounts have been reclassified to discontinued operations pursuant to the ASC 205-20 “Presentation of Financial Statements-Discontinued Operations” to enable comparisons between the relevant amounts for the six months ended September 30, 2011 and 2012.


Net Sales

 

(Yen in millions)

For the six months

ended September 30

 
 

2011

2012

Inc/Dec

Inc/Dec %

Net sales:

    

Small precision motors:

    

Hard disk drives spindle motors

¥93,265

¥88,605

¥(4,660)

(5.0)%

Other small precision motors*1

64,307

68,087

3,780

5.9

Sub-total

157,572

156,692

(880)

(0.6)

Automotive, household, commercial and industrial products *2

106,739

112,633

5,894

5.5

Machinery

36,616

31,266

(5,350)

(14.6)

Electronic and optical components

52,225

49,114

(3,111)

(6.0)

Others*2

4,139

3,835

(304)

(7.3)

Consolidated total

¥357,291

¥353,540

¥(3,751)

(1.0)%

Notes:

*1: Starting in the interim reporting period ended September 30, 2012, the “small precision motors” product category is divided into “hard disk drives spindle motors” and “other small precision motors,” considering the similarities with respect to the products that are included in the new “other small precision motors” sub-category. To enable comparisons between periods, previously reported amounts have been reclassified.


*2: Starting in the interim reporting period ended September 30, 2012, the “general motors” product category is renamed as “automotive, household, commercial and industrial products” and the automotive components that were previously included in the “other” product category have been reclassified to the new “automotive, household, commercial and industrial products” product category, considering the similarities with respect to the products that are included in the new product category. To enable comparisons between periods, previously reported amounts have been reclassified.


Our net sales decreased ¥3,751 million, or 1.0%, from ¥357,291 million for the six months ended September 30, 2011 to ¥353,540 million for the six months ended September 30, 2012, despite the net sales of newly consolidated subsidiaries, including:


O

Nidec Seimitsu Corporation and its subsidiaries (“Nidec Seimitsu”), a manufacturer of vibration motors for mobile phones and other small precision DC motors, which we acquired in July 2011,

O

The Minster Machine Company and its subsidiaries (“Minster”), a U.S. manufacturer of press machines, which we acquired in April 2012 and

O

Ansaldo Sistemi Industriali S.p.A. and its subsidiaries (“ASI”), an Italian manufacturer of industrial motors, generators and drives, which we acquired in May 2012.



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Excluding the impact of the contributions of the newly consolidated subsidiaries, our net sales decreased ¥20,445 million, or 5.8%, from ¥353,432 million for the six months ended September 30, 2011 to ¥332,987 million for the six months ended September 30, 2012. This was mainly due to decreases in sales of products in the “machinery,” “small precision motors” and “electronic and optical components” categories. The decreases in sales were primarily due to weaker demand. As the recession in Europe continues to have an adverse effect on the global economy, including China and other emerging economies, the demand for our products is expected further to decrease.


The average exchange rate between the Japanese yen and the U.S. dollar for the six months ended September 30, 2012 was ¥79.41 to the dollar, which represents an appreciation of the Japanese yen against the U.S. dollar of ¥0.41, or approximately 1%, compared to the six months ended September 30, 2011. The average exchange rate between the Japanese yen and the Euro for the six months ended September 30, 2012 was ¥100.64 to the Euro, which represents an appreciation of the Japanese yen against the Euro of ¥13.15, or approximately 12%, compared to the six months ended September 30, 2011. The strong Japanese yen particularly against the U.S. dollar and Euro has had, and is expected to continue to have, an adverse impact on our results of operations and financial condition, particularly our net sales and income from continuing operations before income taxes as well as our shareholders’ equity, as we have a substantial amount of sales of products and purchases of inventory denominated in these foreign currencies, and we have expanded, and continue to seek opportunities to expand, our overseas operations. For more information on our recent acquisitions, see “Liquidity and Capital Resources” below.



(Small precision motors)


Starting in the interim reporting period ended September 30, 2012, the “small precision motors” product category is divided into “hard disk drives spindle motors” and “other small precision motors,” considering the similarities with respect to the products that are included in the new “other small precision motors” sub-category. To enable comparisons between periods, previously reported amounts have been reclassified.


Net sales of small precision motors decreased ¥880 million, or 0.6%, from ¥157,572 million for the six months ended September 30, 2011 to ¥156,692 million for the six months ended September 30, 2012. Net sales of each product group included in “small precision motors” are as discussed below.


Hard disk drives spindle motors


Net sales of hard disk drives spindle motors decreased ¥4,660 million, or 5.0%, from ¥93,265 million for the six months ended September 30, 2011 to ¥88,605 million for the six months ended September 30, 2012. The number of units sold of small precision motors for hard disk drives for the six months ended September 30, 2012 decreased approximately 13% compared to the six months ended September 30, 2011. The average unit price of small precision motors for hard disk drives for the six months ended September 30, 2012 increased approximately 9% on a U.S. dollar basis, and increased approximately 8% on a Japanese yen basis, compared to the six months ended September 30, 2011, reflecting the 1% appreciation of the Japanese yen against the U.S. dollar. The 9% increase in the average unit price was mainly due to a change in the product mix and surcharges we charged to customers in response to increases in production costs.



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Sales of spindle motors for 2.5-inch hard disk drives for the six months ended September 30, 2012 decreased approximately 4% compared to the six months ended September 30, 2011, and sales of spindle motors for 3.5-inch hard disk drives for the six months ended September 30, 2012 decreased approximately 5% compared to the six months ended September 30, 2011. The number of units sold of spindle motors for 2.5-inch hard disk drives for the six months ended September 30, 2012 decreased approximately 11% compared to the six months ended September 30, 2011, and the number of units sold of spindle motors for 3.5-inch hard disk drives for the six months ended September 30, 2012 decreased approximately 15% compared to the six months ended September 30, 2011. The average unit price of spindle motors for 2.5-inch hard disk drives for the six months ended September 30, 2012 increased approximately 8% on a U.S. dollar basis and increased approximately 7% on a Japanese yen basis compared to the six months ended September 30, 2011. The average unit price of spindle motors for 3.5-inch hard disk drives for the six months ended September 30, 2012 increased approximately 11% on a U.S. dollar basis and increased approximately 10% on a Japanese yen basis compared to the six months ended September 30, 2011.


Net sales of hard disk drives spindle motors accounted for 26.1% of total net sales for the six months ended September 30, 2011 and 25.1% of total net sales for the six months ended September 30, 2012.


Other small precision motors


Net sales of other small precision motors increased ¥3,780 million, or 5.9%, from ¥64,307 million for the six months ended September 30, 2011 to ¥68,087 million for the six months ended September 30, 2012. This was primarily due to the contribution of Nidec Seimitsu for the entire six-month period ended September 30, 2012 whereas Nidec Seimitsu’s net sales were included in our consolidated net sales for the six months ended September 30, 2011 only after our acquisition on July 1, 2011. Nidec Seimitsu’s sales for the three months ended June 30, 2012 were ¥3,369 million. With respect to Nidec Corporation and its direct-line subsidiaries, sales of other small precision brushless DC motors for the six months ended September 30, 2012 decreased approximately 7% compared to the six months ended September 30, 2011. This decrease was mainly due to an approximately 11% decrease in the number of units sold and the 1% appreciation of the Japanese yen against the U.S. dollar despite an approximately 6% increase in the average unit price on a U.S. dollar basis for the six months ended September 30, 2012 compared to the six months ended September 30, 2011. Sales of brushless DC fans at Nidec Corporation and its direct-line subsidiaries for the six months ended September 30, 2012 increased approximately 5% compared to the six months ended September 30, 2011. This was mainly due to a 14% increase in the average unit price on a U.S. dollar basis although the number of units sold for the six months ended September 30, 2012 decreased approximately 7% compared to the six months ended September 30, 2011.


Net sales of other small precision motors accounted for 18.0% of total net sales for the six months ended September 30, 2011 and 19.2% of total net sales for the six months ended September 30, 2012.



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(Automotive, household, commercial and industrial products)


Starting in the interim reporting period ended September 30, 2012, the “general motors” product category is renamed as “automotive, household, commercial and industrial products” and the automotive components that were previously included in the “other” product category have been reclassified to the new “automotive, household, commercial and industrial products” product category, considering the similarities with respect to the products that are included in the new product category. To enable comparisons between periods, previously reported amounts have been reclassified.


Net sales of our automotive, household, commercial and industrial products increased ¥5,894 million, or 5.5%, from ¥106,739 million for the six months ended September 30, 2011 to ¥112,633 million for the six months ended September 30, 2012. This increase was primarily due to the contribution of ASI, which we acquired in May 2012. Excluding the impact of the contribution of ASI, net sales of automotive, household, commercial and industrial products decreased ¥2,012 million, or 1.9%, from ¥106,739 million for the six months ended September 30, 2011 to ¥104,727 million for the six months ended September 30, 2012. This decrease was primarily due to a decrease in sales of household, commercial and industrial products of ¥6,180 million, or 9.1%, between the two six-month periods, partially offset by a ¥4,168 million increase in sales of automotive products. The decrease in sales of household, commercial and industrial products was mainly due to a decrease in sales at the Nidec Motor group of ¥4,309 million, or 9.5%, and a decrease in sales at the Nidec Techno Motor group of ¥2,954 million, or 13.3%, between the same six-month periods, primarily reflecting weaker market demand for home appliances in Europe and the United States.


Net sales of automotive products for the six months ended September 30, 2012 increased ¥4,168 million, or 10.7%, compared to the six months ended September 30, 2011. This was mainly due to an approximately 26% increase in sales of automotive motors for electric power steering at Nidec Corporation and its direct-line subsidiaries mainly as a result of our efforts to expand our customer base, and due to an approximately 21% increase in sales of automotive products for control valve assembly products for continuously variable transmissions (CVTs) at Nidec Tosok Corporation.


Net sales of automotive, household, commercial and industrial products accounted for 29.9% of our total net sales for the six months ended September 30, 2011 and 31.9% of total net sales for the six months ended September 30, 2012.


(Machinery)


Net sales of our machinery decreased ¥5,350 million, or 14.6%, from ¥36,616 million for the six months ended September 30, 2011 to ¥31,266 million for the six months ended September 30, 2012. The decrease was mainly due to a decrease in sales of products such as LCD panel handling robots at the Nidec Sankyo group of ¥7,474 million, or 47%, resulting from the weakening demand for LCD television sets, and due to a decrease in sales of press machines for electronic components at the Nidec-Shimpo group of ¥1,441 million, or 14%. The decreases in sales of these machinery products were partially offset by ¥5,532 million in sales of Minster, which we acquired in April 2012.


Net sales of machinery accounted for 10.2% of our total net sales for the six months ended September 30, 2011 and 8.8% of total net sales for the six months ended September 30, 2012.



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(Electronic and optical components)


Net sales of our electronic and optical components decreased ¥3,111 million, or 6.0%, from ¥52,225 million for the six months ended September 30, 2011 to ¥49,114 million for the six months ended September 30, 2012. The decrease was primarily due to a decrease in sales of electronic components, including circuit components and sensors, at the Nidec Copal Electronics group of ¥1,567 million, or 10.8%, compared to the six months ended September 30, 2011.


Net sales of electronic and optical components accounted for 14.6% of our total net sales for the six months ended September 30, 2011 and 13.9% of total net sales for the six months ended September 30, 2012.


(Others)


Starting in the interim reporting period ended September 30, 2012. the automotive products that were previously included in the “other” product category are reclassified to the new “automotive, household, commercial and industrial products” product category, considering the similarities with respect to the products that are included in the new product category. To enable comparisons between periods, previously reported amounts have been reclassified.


Net sales of our other products decreased ¥304 million, or 7.3%, from ¥4,139 million for the six months ended September 30, 2011 to ¥3,835 million for the six months ended September 30, 2012.


Net sales of other products accounted for 1.2% of total net sales for the six months ended September 30, 2011 and 1.1% of total net sales for the six months ended September 30, 2012.



Cost of Products Sold


Our cost of products sold decreased ¥1,319 million, or 0.5%, from ¥272,698 million for the six months ended September 30, 2011 to ¥271,379 million for the six months ended September 30, 2012. Excluding the impact of Nidec Seimitsu, Minster and ASI (“the newly consolidated subsidiaries”), our cost of products sold decreased ¥14,003 million, or 5.2%, from ¥269,377 million for the six months ended September 30, 2011 to ¥255,374 million for the six months ended September 30, 2012. This decrease was mainly due to the overall decrease in sales.


As a percentage of net sales, our cost of products sold increased from 76.3% for the six months ended September 30, 2011 to 76.8% for the six months ended September 30, 2012. Excluding the impact of the newly consolidated subsidiaries, as a percentage of net sales, cost of products sold increased from 76.2% for the six months ended September 30, 2011 to 76.7% for the six months ended September 30, 2012. This increase in the percentage excluding the impact of the newly consolidated subsidiaries was mainly due to the impact of higher raw material and labor costs and decreases in the numbers of units sold of products with higher margins.



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Selling, General and Administrative Expenses


Our selling, general and administrative expenses decreased ¥4,929 million, or 17.1%, from ¥28,887 million for the six months ended September 30, 2011 to ¥23,958 million for the six months ended September 30, 2012. Excluding the impact of the newly consolidated subsidiaries, our selling, general and administrative expenses decreased ¥7,337 million, or 25.7%, from ¥28,595 million for the six months ended September 30, 2011 to ¥21,258 million for the six months ended September 30, 2012. This decrease was mainly due to the impact of the insurance recoveries associated with the flooding in Thailand that occurred in October 2011, a decrease in personnel expenses and lower losses related to fixed assets.


We have insurance policies which cover the physical damage directly caused to certain fixed assets and inventories by the flooding in Thailand in October 2011. We have recognized insurance recoveries up to the replacement costs incurred by some our subsidiaries that were approved by the insurance companies. In connection with the insurance coverage, we recorded a net operating gain of ¥4,055 million for the six months ended September 30, 2012. For more information, see Note 11 to our unaudited consolidated interim financial statements included elsewhere in this report.


As a percentage of net sales, our selling, general and administrative expenses decreased from 8.1% for the six months ended September 30, 2011 to 6.7% for the six months ended September 30, 2012. Excluding the impact of the newly consolidated subsidiaries and the insurance recoveries, as a percentage of net sales, our selling, general and administrative expenses decreased from 8.1% for the six months ended September 30, 2011 to 7.6% for the six months ended September 30, 2012.


Research and Development Expenses


Our research and development expenses increased ¥448 million, or 3.0%, from ¥14,939 million for the six months ended September 30, 2011 to ¥15,387 million for the six months ended September 30, 2012. Excluding the impact of the newly consolidated subsidiaries, our research and development expenses increased ¥219 million, or 1.5%, from ¥14,933 million for the six months ended September 30, 2011 to ¥15,152 million for the six months ended September 30, 2012. This increase was mainly due to our increased investments in research and development activities relating to products in the “automotive, household, commercial and industrial products” category.


As a percentage of net sales, our research and development expenses increased from 4.2% for the six months ended September 30, 2011 to 4.4% for the six months ended September 30, 2012. Excluding the impact of the newly consolidated subsidiaries, as a percentage of net sales, our research and development expenses increased from 4.2% for the six months ended September 30, 2011 to 4.6% for the six months ended September 30, 2012.


Operating Income


As a result of the foregoing, our operating income increased ¥2,049 million, or 5.0%, from ¥40,767 million for the six months ended September 30, 2011 to ¥42,816 million for the six months ended September 30, 2012.


As a percentage of net sales, our operating income increased from 11.4% for the six months ended September 30, 2011 to 12.1% for the six months ended September 30, 2012.



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Other Income (Expense)


Our other expenses decreased ¥1,034 million, or 16.7%, from ¥6,180 million for the six months ended September 30, 2011 to ¥5,146 million for the six months ended September 30, 2012. Excluding the impact of the newly consolidated subsidiaries, our other expenses decreased ¥1,141 million from ¥6,001 million for the six months ended September 30, 2011 to ¥4,860 million for the six months ended September 30, 2012. This decrease was mainly due to a decrease in foreign exchange loss.


Our foreign exchange loss decreased ¥217 million, or 4.3%, from ¥5,054 million for the six months ended September 30, 2011 to ¥4,837 million for the six months ended September 30, 2012. Excluding the impact of the newly consolidated subsidiaries, our foreign exchange loss decreased ¥305 million from ¥4,878 million for the six months ended September 30, 2011 to ¥4,573 million for the six months ended September 30, 2012. This decrease was mainly due to decreased fluctuations in the exchange rate between the Japanese yen and the U.S.dollar, decreased fluctuations in the exchange rate between the Japanese yen and the Euro, an increase in U.S.dollar-denominated liabilities and an increase in Euro-denominated liabilities for the six months ended September 30, 2012 compared to the six months ended September 30, 2011.


The following table sets forth the exchange rates between the Japanese yen and the U.S. dollar and between the Japanese yen and the Euro as of the dates indicated:

Currency

March 31, 2011

 September 30, 2011

Fluctuation from March 31, 2011 to September 30, 2011

March 31, 2012

September 30, 2012

Fluctuation from March 31, 2012 to September 30, 2012

U.S. Dollar ($1.00)

¥83.15

¥76.65

¥(6.50)

¥82.19

¥77.60

¥(4.59)

Euro (€1.00)

¥117.57

¥104.11

¥(13.46)

¥109.80

¥100.24

¥(9.56)


Income from Continuing Operations before Income Taxes


As a result of the foregoing, our income from continuing operations before income taxes increased ¥3,083 million, or 8.9%, from ¥34,587 million for the six months ended September 30, 2011 to ¥37,670 million for the six months ended September 30, 2012.


As a percentage of net sales, our income from continuing operations before income taxes increased from 9.7% for the six months ended September 30, 2011 to 10.7% for the six months ended September 30, 2012.


Income Taxes


Our income taxes increased ¥540 million, or 6.5%, from ¥8,275 million for the six months ended September 30, 2011 to ¥8,815 million for the six months ended September 30, 2012. This was primarily due to the increase in income from continuing operations before income taxes.



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The effective income tax rate decreased 0.5 percentage points from 23.9% for the six months ended September 30, 2011 to 23.4% for the six months ended September 30, 2012. This is mainly due to the lower statutory tax rate and a decrease in liabilities for unrecognized tax benefits, partially offset by an increase in tax on undistributed earnings and other factors. Our liabilities for unrecognized tax benefits decreased because a subsidiary in Thailand was no longer required to accrue such liabilities starting in the current fiscal year pursuant to an agreement under the applicable bilateral advance pricing arrangement.


For more information, see Note 10 to our unaudited consolidated interim financial statements included elsewhere in this report.


Equity in Net Income of Affiliated Companies


Our equity in net income of affiliated companies increased ¥19 million from ¥4 million for the six months ended September 30, 2011 to ¥23 million for the six months ended September 30, 2012.


Income from Continuing Operations


As a result of the foregoing, our income from continuing operations increased ¥2,562 million, or 9.7%, from ¥26,316 million for the six months ended September 30, 2011 to ¥28,878 million for the six months ended September 30, 2012.


Loss on Discontinued Operations


We had no loss on discontinued operations for the six months ended September 30, 2012, while we recorded ¥1,362 million of loss on discontinued operations for the six months ended September 30, 2011.


Consolidated Net Income


As a result of the foregoing, our consolidated net income increased ¥3,924 million, or 15.7%, from ¥24,954 million for the six months ended September 30, 2011 to ¥28,878 million for the six months ended September 30, 2012.


Net Income Attributable to Noncontrolling Interests


Our net income attributable to noncontrolling interests decreased ¥467 million, or 19.3%, from ¥2,425 million for the six months ended September 30, 2011 to ¥1,958 million for the six months ended September 30, 2012. This decrease was primarily due to lower profitability of group companies in which we own less than 100%, including Nidec Copal Electronics Corporation and Nidec Sankyo Corporation and their respective subsidiaries.


Net Income Attributable to Nidec Corporation


As a result of the foregoing, net income attributable to Nidec Corporation increased ¥4,391 million, or 19.5%, from ¥22,529 million for the six months ended September 30, 2011 to ¥26,920 million for the six months ended September 30, 2012.


As a percentage of net sales, net income attributable to Nidec Corporation increased from 6.3% for the six months ended September 30, 2011 to 7.6% for the six months ended September 30, 2012.



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Segment Information


Based on the applicable criteria set forth in ASC 280, "Segment Reporting", we have 14 reportable operating segments on which we report in our consolidated financial statements. For the information required by ASC280, see Note 15 to our unaudited consolidated interim financial statements included elsewhere in this report.


The Nidec Corporation segment comprises Nidec Corporation in Japan, which primarily develops and sells hard disk drives spindle motors, DC motors, fans, and automotive products.


The Nidec Electronics (Thailand) segment comprises Nidec Electronics (Thailand) Co., Ltd., a subsidiary in Thailand, and its consolidated subsidiaries, which primarily produce and sell hard disk drive motors. This segment also includes other subsidiaries in Asia which produce components for hard disk drives.


The Nidec (Zhejiang) segment comprises Nidec (Zhejiang) Corporation, a subsidiary in China, which primarily produces and sells hard disk drive motors


The Nidec (Dalian) segment comprises Nidec (Dalian) Limited, a subsidiary in China, which primarily produces and sells DC motors and fans but excludes its automotive products business.


The Nidec Singapore segment comprises Nidec Singapore Pte. Ltd., a subsidiary in Singapore, and its consolidated subsidiary, which primarily sell hard disk drive motors, DC motors and fans.


The Nidec (H.K.) segment comprises Nidec (H.K.) Co., Ltd., a subsidiary in Hong Kong, and its consolidated subsidiaries, which primarily sell hard disk drive motors, DC motors and fans.


The Nidec Philippines segment comprises Nidec Philippines Corporation, a subsidiary in the Philippines, and its consolidated subsidiary, which primarily produce and sell hard disk drive motors.


The Nidec Sankyo segment comprises Nidec Sankyo Corporation, a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell DC motors, machinery, and electronic parts.


The Nidec Copal segment comprises Nidec Copal Corporation, a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell optical and electronic parts and machinery.


The Nidec Tosok segment comprises Nidec Tosok Corporation, a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell automotive parts and machinery.


The Nidec Copal Electronics segment comprises Nidec Copal Electronics Corporation, a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell electronic parts.


The Nidec Techno Motor segment comprises Nidec Techno Motor Corporation (renamed from Nidec Techno Motor Holdings Corporation on April 1, 2012), a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell commercial and industrial products.



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The Nidec Motor segment comprises Nidec Motor Corporation and other subsidiaries in North America, which are subsidiaries of Nidec US Holdings Corporation, an intermediate holding company in the United States, as well as other subsidiaries in Latin America, Asia and Europe, which primarily produce and sell household, commercial and industrial products.


The Nidec Motors & Actuators segment comprises Nidec Motors & Actuators in France, other subsidiaries in Europe and North America, and other manufacturing subsidiaries in China, which primarily produce and sell automotive products.


The All Others segment comprises subsidiaries that are operating segments but not designated as reportable segments due to their immateriality.


In accordance with ASC 205-20, “Presentation of Financial Statements—Discontinued Operations,” amounts in the segment information do not reflect discontinued operations, and previous years’ segment information has been reclassified.


We evaluate performance based on segmental profit and loss, which consists of sales and operating revenues less operating expenses. All segmental operating income or loss is accounted for under Japanese GAAP, except for Nidec Electronics (Thailand), Nidec (Zhejiang), Nidec (Dalian), Nidec Singapore, Nidec (H.K), Nidec Philippines, Nidec Motor and Nidec Motors & Actuators. Therefore, 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. There are several differences between U.S. GAAP and the underlying accounting bases used by management. The principal differences that affect segmental operating income or loss include accounting for pension and severance costs, and leases. Our segmental operating income or loss is presented in accordance with financial reporting principles and practices generally accepted in Japan. Management believes that monthly segmental information is available on a timely basis, and that it is sufficiently accurate at the segment income or loss level for management’s purposes.



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The first of the following two tables shows net sales to external customers and other operating segments by reportable operating segment for the six months ended September 30, 2011 and 2012. The second table shows operating income or loss by reportable operating segment, which includes inter-segment sales and operating revenues and expenses, for the six months ended September 30, 2011 and 2012:


 

Yen in millions

 

For the six months ended September 30

 

2011

2012

Nidec Corporation

  

Net sales to external customers

¥33,672

¥12,325

Net sales to other operating segments

37,349

57,695

Sub total

71,021

70,020

Nidec Electronics (Thailand)

  

Net sales to external customers

39,866

33,846

Net sales to other operating segments

20,194

19,694

Sub total

60,060

53,540

Nidec (Zhejiang)

  

Net sales to external customers

12,821

12,072

Net sales to other operating segments

1,365

1,486

Sub total

14,186

13,558

Nidec (Dalian)

  

Net sales to external customers

2,201

2,129

Net sales to other operating segments

8,739

7,004

Sub total

10,940

9,133

Nidec Singapore

  

Net sales to external customers

7,151

25,774

Net sales to other operating segments

221

356

Sub total

7,372

26,130

Nidec (H.K.)

  

Net sales to external customers

26,085

28,181

Net sales to other operating segments

469

1,242

Sub total

26,554

29,423

Nidec Philippines

  

Net sales to external customers

6,031

7,954

Net sales to other operating segments

10,674

13,610

Sub total

16,705

21,564

Nidec Sankyo

  

Net sales to external customers

42,915

36,308

Net sales to other operating segments

251

176

Sub total

43,166

36,484

Nidec Copal

  

Net sales to external customers

28,674

28,930

Net sales to other operating segments

1,151

1,153

Sub total

29,825

30,083

Nidec Tosok

  

Net sales to external customers

15,365

16,662

Net sales to other operating segments

64

97

Sub total

15,429

16,759

Nidec Copal Electronics

  

Net sales to external customers

15,078

13,636

Net sales to other operating segments

9

9

Sub total

15,087

13,645


Nidec Techno Motor

  

Net sales to external customers

22,384

19,249

Net sales to other operating segments

481

1,461

Sub total

22,865

20,710

Nidec Motor

  

Net sales to external customers

45,446

49,044

Net sales to other operating segments

-

71

Sub total

45,446

49,115

Nidec Motors & Actuators

  

Net sales to external customers

21,138

20,967

Net sales to other operating segments

4,781

9,682

Sub total

25,919

30,649

All Others

  

Net sales to external customers

37,929

46,579

Net sales to other operating segments

25,822

28,763

Sub total

63,751

75,342

Total

  

Net sales to external customers

356,756

353,656

Net sales to other operating segments

111,570

142,499

Adjustments (*)

535

(116)

Intersegment elimination

(111,570)

(142,499)

Consolidated total (net sales)

¥357,291

¥353,540

   

(*) See Note 15 to our unaudited consolidated interim financial statements included elsewhere in this report.



 

Yen in millions

 

For the six months ended September 30

 

2011

2012

Operating income or loss:

  

Nidec Corporation

¥2,461

¥998

Nidec Electronics (Thailand)

10,099

10,152

Nidec (Zhejiang)

531

301

Nidec (Dalian)

417

590

Nidec Singapore

86

378

Nidec (H.K.)

135

89

Nidec Philippines

2,842

3,840

Nidec Sankyo

5,352

3,279

Nidec Copal

3,061

2,263

Nidec Tosok

1,314

939

Nidec Copal Electronics

2,519

1,909

Nidec Techno Motor

2,166

2,198

Nidec Motor

1,717

2,041

Nidec Motors & Actuators

963

2,391

All Others

5,323

8,555

Total

38,986

39,923

Adjustments (*)

1,781

2,893

Consolidated total

¥40,767

¥42,816

   

(*) See Note 15 to our unaudited consolidated interim financial statements included elsewhere in this report.



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Net sales of Nidec Corporation decreased ¥1,001 million, or 1.4%, from ¥71,021 million for the six months ended September 30, 2011 to ¥70,020 million for the six months ended September 30, 2012. This decrease was primarily due to a decrease in demand for hard disk drives spindle motors and DC motors and the appreciation of the Japanese yen against the Euro. Net sales to external customers of Nidec Corporation decreased ¥21,347 million, or 63.4%, from ¥33,672 million for the six months ended September 30, 2011 to ¥12,325 million for the six months ended September 30, 2012. Net sales to other operating segments of Nidec Corporation increased ¥20,346 million, or 54.5%, from ¥37,349 million for the six months ended September 30, 2011 to ¥57,695 million for the six months ended September 30, 2012. Starting in the three months ended December 31, 2011, we have implemented a strategic decision to distribute some of Nidec Corporation’s products, such as hard disk drives spindle motors, to customers indirectly through Nidec Singapore, resulting in the decrease in Nidec Corporation’s net sales to external customers and the increase in Nidec Corporation’s net sales to other operating segments. Operating income of Nidec Corporation decreased ¥1,463 million, or 59.4%, from ¥2,461 million for the six months ended September 30, 2011 to ¥998 million for the six months ended September 30, 2012. This decrease was primarily due to an increase in material costs for automotive motors for electric power steering, in addition to the decrease in sales and the appreciation of the Japanese yen against the Euro.


Net sales of Nidec Electronics (Thailand) decreased ¥6,520 million, or 10.9%, from ¥60,060 million for the six months ended September 30, 2011 to ¥53,540 million for the six months ended September 30, 2012. This decrease was primarily due to our decision to shift a portion of our production of hard disk drives spindle motors from Thailand to the Philippines in response to the flooding in Thailand in October 2011. However, operating income of Nidec Electronics (Thailand) increased ¥53 million, or 0.5%, from ¥10,099 million for the six months ended September 30, 2011 to ¥10,152 million for the six months ended September 30, 2012. This increase was primarily due to the insurance recoveries associated with the flooding in Thailand in October 2011.


Net sales of Nidec (Zhejiang) decreased ¥628 million, or 4.4%, from ¥14,186 million for the six months ended September 30, 2011 to ¥13,558 million for the six months ended September 30, 2012. This decrease was primarily due to a decrease in demand for hard disk drives spindle motors. Operating income of Nidec (Zhejiang) decreased ¥230 million, or 43.3%, from ¥531 million for the six months ended September 30, 2011 to ¥301 million for the six months ended September 30, 2012. This decrease was primarily due to high manufacturing costs such as wages, in addition to the decrease in sales.


Net sales of Nidec (Dalian) decreased ¥1,807 million, or 16.5%, from ¥10,940 million for the six months ended September 30, 2011 to ¥9,133 million for the six months ended September 30, 2012. This decrease was primarily due to a decrease in demand for DC motors and DC fans. However, operating income of Nidec (Dalian) increased ¥173 million, or 41.5%, from ¥417 million for the six months ended September 30, 2011 to ¥590 million for the six months ended September 30, 2012. This increase was primarily due to lower material costs and outsourcing manufacturing costs resulting from changes in the product mix.



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Net sales of Nidec Singapore increased ¥18,758 million from ¥7,372 million for the six months ended September 30, 2011 to ¥26,130 million for the six months ended September 30, 2012. This increase was primarily due to the implementation of our strategic decision to distribute some of Nidec Corporation’s products to customers indirectly through Nidec Singapore. Operating income of Nidec Singapore increased ¥292 million from ¥86 million for the six months ended September 30, 2011 to ¥378 million for the six months ended September 30, 2012. This increase was primarily due to the increase in sales.


Net sales of Nidec (H.K.) increased ¥2,869 million, or 10.8%, from ¥26,554 million for the six months ended September 30, 2011 to ¥29,423 million for the six months ended September 30, 2012. This increase was primarily due to an increase in demand for hard disk drives spindle motors reflecting a gradual recovery from the negative impact of the earthquake in northern Japan in March 2011. However, operating income of Nidec (H.K.) decreased ¥46 million, or 34.1%, from ¥135 million for the six months ended September 30, 2011 to ¥89 million for the six months ended September 30, 2012. This decrease was primarily due to lower commissions as a result of the implementation of our strategic decision to distribute some of the products that were previously distributed by Nidec (H.K.) to a customer indirectly through the All Others segment.


Net sales of Nidec Philippines increased ¥4,859 million, or 29.1%, from ¥16,705 million for the six months ended September 30, 2011 to ¥21,564 million for the six months ended September 30, 2012. This increase was primarily due to our decision to shift a portion of our production of hard disk drives spindle motors from Thailand to the Philippines in response to the flooding in Thailand in October 2011. Operating income of Nidec Philippines increased ¥998 million, or 35.1%, from ¥2,842 million for the six months ended September 30, 2011 to ¥3,840 million for the six months ended September 30, 2012. This increase was primarily due to the increase in sales.


Net sales of Nidec Sankyo decreased ¥6,682 million, or 15.5%, from ¥43,166 million for the six months ended September 30, 2011 to ¥36,484 million for the six months ended September 30, 2012. This decrease was primarily due to the postponement of customers’ planned projects requiring capital expenditures on LCD panel handling robots in response to the weakening liquid crystal television market. Operating income of Nidec Sankyo decreased ¥2,073 million, or 38.7%, from ¥5,352 million for the six months ended September 30, 2011 to ¥3,279 million for the six months ended September 30, 2012. This decrease was primarily due to higher overseas manufacturing costs, including labor cost, and the negative effect of changes in the product mix, in addition to the decrease in sales.


Net sales of Nidec Copal increased ¥258 million, or 0.9%, from ¥29,825 million for the six months ended September 30, 2011 to ¥30,083 million for the six months ended September 30, 2012. This increase was primarily due to an increase in demand for lenses for digital cameras. However operating income of Nidec Copal decreased ¥798 million, or 26.1%, from ¥3,061 million for the six months ended September 30, 2011 to ¥2,263 million for the six months ended September 30, 2012. This decrease was primarily due to increases in raw material costs and wages.



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Net sales of Nidec Tosok increased ¥1,330 million, or 8.6%, from ¥15,429 million for the six months ended September 30, 2011 to ¥16,759 million for the six months ended September 30, 2012. This increase was primarily due to an increase in customer demand for automotive parts. However operating income of Nidec Tosok decreased ¥375 million, or 28.5%, from ¥1,314 million for the six months ended September 30, 2011 to ¥939 million for the six months ended September 30, 2012. This decrease was primarily due to an increase in fixed costs resulting from investments to enhance the manufacturing and research and development operations.


Net sales of Nidec Copal Electronics decreased ¥1,442 million, or 9.6%, from ¥15,087 million for the six months ended September 30, 2011 to ¥13,645 million for the six months ended September 30, 2012. This decrease was primarily due to a decrease in customer demand for sensors and electronic and mechanical components. Operating income of Nidec Copal Electronics decreased ¥610 million, or 24.2%, from ¥2,519 million for the six months ended September 30, 2011 to ¥1,909 million for the six months ended September 30, 2012. This decrease was primarily due to the sales decrease.


Net sales of Nidec Techno Motor decreased ¥2,155 million, or 9.4%, from ¥22,865 million for the six months ended September 30, 2011 to ¥20,710 million for the six months ended September 30, 2012. This decrease was primarily due to a decrease in demand for commercial products such as motors for air conditioners in Japan, Europe and Asia. However operating income of Nidec Techno Motor increased ¥32 million, or 1.5%, from ¥2,166 million for the six months ended September 30, 2011 to ¥2,198 million for the six months ended September 30, 2012. This increase was primarily as a result of our cost reduction measures, as well as the insurance recoveries associated with the flooding in Thailand in October 2011.


Net sales of Nidec Motor increased ¥3,669 million, or 8.1%, from ¥45,446 million for the six months ended September 30, 2011 to ¥49,115 million for the six months ended September 30, 2012. This increase was primarily due to the contribution of ASI, which was newly consolidated in June 2012. Operating income of Nidec Motor increased ¥324 million, or 18.9%, from ¥1,717 million for the six months ended September 30, 2011 to ¥2,041 million for the six months ended September 30, 2012. This increase was primarily due to the positive impact of the newly consolidated subsidiaries.


Net sales of Nidec Motors & Actuators increased ¥4,730 million or 18.2%, from ¥25,919 million for the six months ended September 30, 2011 to ¥30,649 million for the six months ended September 30, 2012. This increase was primarily due to an increase in demand for automotive motors and enhanced production of new models. Operating income of Nidec Motors & Actuators increased ¥1,428 million from ¥963 million for the six months ended September 30, 2011 to ¥2,391 million for the six months ended September 30, 2012. This increase was primarily due to the sales increase.


With respect to the All Others segment, net sales increased ¥11,591 million, or 18.2%, from ¥63,751 million for the six months ended September 30, 2011 to ¥75,342 million for the six months ended September 30, 2012. This increase was primarily due to our decision to shift a portion of our production of hard disk drives spindle motors from Thailand to the Philippines in response to the flooding in Thailand in October 2011, as well as the contributions of Nidec Seimitsu, which was newly consolidated in July 2011, and Minster, which was newly consolidated in April 2012. Operating income of this segment increased ¥3,232 million, or 60.7%, from ¥5,323 million for the six months ended September 30, 2011 to ¥8,555 million for the six months ended September 30, 2012. This increase was primarily as a result of our cost reduction measures, in addition to the increase in sales and the positive impact of the newly consolidated subsidiaries.



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Liquidity and Capital Resources


As part of our efforts to enhance liquidity, we continued to focus particularly on efficient use of capital and better management of foreign exchange risk during the six months ended September 30, 2012. For example, in an effort to efficiently use capital, we continued to strive to make effective use of our cash management system, which is shared among our subsidiaries in Japan. We have also created a cash management system that is shared among our subsidiaries in China. In November 2011, we established Nidec Management Shanghai Corporation in China as a subsidiary to supervise and coordinate the surplus cash management of our group companies in China to achieve higher capital efficiency. We also expanded our risk mitigation initiatives, including centralized management of foreign exchange risks and management of the risks associated with exchange rate fluctuations between multiple local currencies. Surplus U.S. dollars owned by our subsidiaries in China were converted into and held in Chinese yuan time deposits in preparation for a possible Chinese currency revaluation. As of September 30, 2012, our cash and cash equivalents of Chinese yuan were approximately RMB 1,500 million.


Our principal capital needs include (1) purchases of property, plant and equipment and other assets, (2) research and development activities, (3) purchases of raw materials, (4) employees’ salaries, wages and other payroll costs, (5) mergers and acquisitions, (6) investments in subsidiaries, (7) repayment of short-term borrowings and long-term debt, and (8) repurchase of shares of our common stock.


In the six months ended September 30, 2012, we acquired Minster, ASI, and Avtron Industrial Automation, Inc., a U.S. provider of control, automation and drive-systems solutions and manufacturer of encoders (“Avtron”). On October 2, 2012, we acquired 51% of the voting rights in SCD Co., Ltd., a South Korean manufacturer of motor drive units. On November 1, 2012, we acquired Kinetek Group Inc., a U.S. manufacturer of commercial motors.


In addition, on June 20, 2012, we agreed to acquire a 51% ownership interest in Jiangsu Kaiyu Auto Appliance Co., Ltd., a Chinese manufacturer of brush motors for electric power steering systems and automotive fans. We intend to continue to seek opportunities for acquiring other companies and making additional investments in our subsidiaries.


Our short-term borrowings, consisting of bank loans and commercial paper, were ¥126,543 million as of September 30, 2012, an increase of ¥39,935 million from ¥86,608 million as of March 31, 2012. In October 2011, we established a domestic commercial paper program allowing issuance of up to ¥100,000 million. As of September 30, 2012, we had ¥45,000 million of commercial paper issued under the program and outstanding in the Japanese commercial paper market, which was recorded in short-term borrowings in our unaudited consolidated balance sheet as of the same date.


Our current portion of long-term debt was ¥112,910 million as of September 30, 2012, an increase of ¥112,236 million from ¥674 million as of March 31, 2012. This increase was mainly due to the reclassification of the ¥100,000 million aggregate principal amount of zero coupon euro yen convertible bonds due 2015 from long-term debt to current portion of long-term debt, as the bonds will become redeemable at the option of holders of the bonds within one year.



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Our long-term debt was ¥13,109 million as of September 30, 2012, a decrease of ¥88,127 million from ¥101,236 million as of March 31, 2012. This decrease was mainly due to the reclassification of the convertible bonds from long-term debt to current portion of long-term debt.


In July 2012, in an effort to reduce financing costs and foreign exchange risks, we obtained Euro-denominated credit lines to fund our future acquisition transactions from major Japanese private commercial banks under a special program of the Japan Bank for International Cooperation (“JBIC”), which has been implemented in response to the appreciation of the Japanese yen against other currencies. As of September 30, 2012, we had €240 million of loans outstanding under the plan, which were recorded in long-term debt and current portion of long-term debt on our unaudited consolidated balance sheet as of the same date.


On November 13, 2012, we issued ¥65.0 billion aggregate principal amount of domestic bonds due 2017, ¥15.0 billion aggregate principal amount of domestic bonds due 2019 and ¥20.0 billion aggregate principal amount of domestic bonds due 2022. We intend to use the net proceeds from the issuance of the bonds primarily to repay commercial paper and other short-term borrowings. The bonds were issued pursuant to a shelf registration statement we filed with the Director General of the Kanto Local Finance Bureau of the Ministry of Finance of Japan in March 2012 for the issuance from time to time of up to ¥200.0 billion aggregate principal amount of bonds in Japan between April 5, 2012 and April 4, 2014. The shelf registration was intended to enhance our flexibility and agility in obtaining funding as an alternative source of funding in addition to financing through financial institutions and other sources and, through the further diversification of funding sources, improve our financial stability. For more information on the issuance of the bonds, see Note 16 to our unaudited consolidated interim financial statements included elsewhere in this report.


A substantial portion of our unsecured funding is raised by the parent company (Nidec Corporation), and is then lent to its subsidiaries to meet their respective capital requirements. Under this subsidiary funding policy, we seek to lower the financing cost, maintain sufficient line of credit, and ensure agile funding for our group companies.


We also consider further extending our funding options to direct financing in order to enhance our financial agility in mergers and acquisitions, research and development activities and facility investments.


We currently have a share repurchase plan pursuant to which we are authorized to repurchase the lesser of an aggregate of 5,000,000 shares of our common stock and an aggregate of ¥40.0 billion between February 7, 2012 and February 6, 2013.  Between April 1, 2012 and September 30, 2012, we repurchased an aggregate of 4,230,400 shares for approximately ¥26.7 billion under the plan.


On October 1, 2012, we entered into a share exchange transaction with Nidec Sankyo Corporation, in which we had a 77.1% ownership interest, to make Nidec Sankyo a wholly owned subsidiary. In connection with the transaction, we allocated 3,175,315 shares of its common stock held in treasury to Nidec Sankyo shareholders.


We had cash and cash equivalents of ¥118,077 million as of September 30, 2012, compared to ¥130,290 million as of March 31, 2012.



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We believe that the funding sources described above, together with our cash flow from operations, will sufficiently meet our capital requirements for the next twelve months.


Assets, liabilities and Nidec Corporation shareholders’ equity


Our total assets increased ¥40,284 million, or 5.0%, from ¥800,401 million as of March 31, 2012 to ¥840,685 million as of September 30, 2012. Excluding the impact of Minster, ASI, Avtron and other newly consolidated subsidiaries, total assets decreased ¥37,717 million from ¥800,401 million as of March 31, 2012 to ¥762,684 million as of September 30, 2012. The increase in total assets of ¥40,284 million was mainly due to an increase in goodwill of ¥38,712 million as a result of our acquisitions of Minster, ASI and Avtron. In addition, property, plant and equipment increased ¥14,623 million mainly due to our acquisitions of Minster, ASI and Avtron and replacement of property, plant and equipment damaged in the flooding in Thailand in October 2011. On the other hand, cash and cash equivalents decreased ¥12,213 million as described below under “Cash Flows.”


Our total liabilities increased ¥63,081 million, or 16.8%, from ¥374,790 million as of March 31, 2012 to ¥437,871 million as of September 30, 2012. Excluding the impact of Minster, ASI, Avtron and other newly consolidated subsidiaries, total liabilities increased ¥39,923 million from ¥374,790 million as of March 31, 2012 to ¥414,713 million as of September 30, 2012. The increase in total liabilities of ¥63,081 million was primarily due to an increase in short-term borrowings of ¥39,935 million to obtain financing for our acquisition transactions and to obtain Japanese yen funds as part of our asset liability management, and increases in long-term debt and current portion of long-term debt as a result of €240 million of loans obtained under the JBIC program described above.


Our working capital, defined as current assets less current liabilities, decreased ¥157,946 million, or 84.5%, from ¥186,927 million as of March 31, 2012 to ¥28,981 million as of September 30, 2012. This decrease was mainly due to an increase in short-term borrowings and current portion of long-term debt as described above.


The total Nidec Corporation shareholders’ equity decreased ¥22,340 million, or 6.0%, from ¥370,182 million as of March 31, 2012 to ¥347,842 million as of September 30, 2012. This decrease was primarily due to the repurchases of shares of our common stock of ¥26,718 million and an increase in negative foreign currency translation adjustments of ¥14,764 million reflecting the appreciation of the Japanese yen against other currencies, offset in part by an increase in retained earnings of ¥20,762 million. As a result, the ratio of Nidec Corporation shareholders’ equity to total assets decreased 4.8 percentage points from 46.2% as of March 31, 2012 to 41.4% as of September 30, 2012.



Cash Flows


Net cash provided by operating activities increased ¥11,417 million from ¥28,578 million for the six months ended September 30, 2011 to ¥39,995 million for the six months ended September 30, 2012. The increase in net cash provided by operating activities was primarily due to the increase in consolidated net income of ¥3,924 million and the positive impact of changes in operating assets and liabilities of ¥19,626 million.



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For the six months ended September 30, 2012, we had ¥39,995 million of net cash inflows provided by operating activities primarily due to consolidated net income of ¥28,878 million. In addition, net cash provided by operating activities were positively impacted by changes in operating assets and liabilities of ¥212 million, which consisted of a decrease in operating assets of ¥9,599 million and a decrease in operating liabilities of ¥9,387 million. The decrease in operating assets and operating liabilities was primarily due to decreased sales.


For the six months ended September 30, 2011, we had ¥28,578 million of net cash inflows provided by operating activities primarily due to consolidated net income of ¥24,954 million. However, net cash provided by operating activities were negatively impacted by changes in operating assets and liabilities of ¥19,414 million, which consisted of an increase in operating assets of ¥16,552 million and a decrease in operating liabilities of ¥2,862 million. The increase in operating assets of ¥16,552 million was primarily due to increased orders from some customers as of September 30, 2011 compared to March 31, 2011, resulting in an increase in notes and accounts receivable and an increase in inventories.


Net cash used in investing activities increased ¥61,511 million from ¥16,669 million for the six months ended September 30, 2011 to ¥78,180 million for the six months ended September 30, 2012. The increase in net cash used in investing activities was primarily due to an increase in acquisitions of business, net of cash acquired, of ¥49,780 million and an increase in additions to property, plant and equipment of ¥14,489 million.


For the six months ended September 30, 2012, we had ¥78,180 million of net cash outflows in investing activities mainly due to acquisitions of business, net of cash acquired, of ¥47,093 million and additions to property, plant and equipment of ¥34,250 million.


For the six months ended September 30, 2011, we had ¥16,669 million of net cash outflows in investing activities mainly due to additions to property, plant and equipment of ¥19,761 million.


Net cash provided by financing activities increased ¥29,386 million from ¥3,060 million for the six months ended September 30, 2011 to ¥32,446 million for the six months ended September 30, 2012. This increase was primarily due to proceeds from long-term debt of ¥25,200 million and an increase in short-term borrowings of ¥21,918 million, partially offset by an increase in purchases of treasury stock of ¥17,836 million.


For the six months ended September 30, 2012, we had ¥32,446 million of net cash inflows from financing activities mainly due to an increase in short-term borrowings of ¥41,951 million and proceeds from long-term debt of ¥25,200 million partially offset by purchases of treasury stock of ¥26,718 million and dividends paid to shareholders of Nidec Corporation of ¥6,158 million.


For the six months ended September 30, 2011, we had ¥3,060 million of net cash inflows from financing activities mainly due to an increase in short-term borrowings of ¥20,033 million, although we had cash outflows due primarily to purchases of treasury stock of ¥8,882 million and dividends paid to shareholders of Nidec Corporation of ¥6,232 million.


As a result of the foregoing factors and the effect of exchange rate changes on cash and cash equivalents, our total outstanding balance of cash and cash equivalents decreased ¥12,213 million from ¥130,290 million as of March 31, 2012 to ¥118,077 million as of September 30, 2012. We hold our cash and cash equivalents primarily in U.S. dollars, Thai baht, Japanese yen and Chinese yuan.



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NIDEC CORPORATION


CONSOLIDATED BALANCE SHEETS

ASSETS

(Unaudited)


 

Yen in millions

 

March 31,

2012

September 30,

2012

Current assets:

  

Cash and cash equivalents

¥130,290

¥118,077

Trade notes and accounts receivable, net of allowance

for doubtful accounts of

¥496 million on March 31, 2012 and

¥753 million on September 30, 2012

  

Notes

11,207

11,268

Accounts

171,255

164,629

Inventories:

  

Finished goods

40,069

41,382

Raw materials

25,363

27,103

Work in progress

22,362

23,759

Supplies and other

3,659

3,320

Other current assets

35,082

38,267

Total current assets

439,287

427,805

   
   

Marketable securities and other securities investments

14,818

12,786

Investments in and advances to affiliated companies

754

733

 

15,572

13,519

Property, plant and equipment:

  

Land

39,996

40,191

Buildings

133,911

136,867

Machinery and equipment

289,139

291,501

Construction in progress

22,196

26,436

 

485,242

494,995

Less - Accumulated depreciation

(254,411)

(249,541)

 

230,831

245,454

Goodwill

80,525

119,237

Other non-current assets, net of allowance for doubtful accounts of

¥506 million on March 31, 2012 and

¥628 million on September 30, 2012

34,186

34,670

Total assets

¥800,401

¥840,685

   

The accompanying notes are an integral part of these financial statements.



Table of Contents


NIDEC CORPORATION


CONSOLIDATED BALANCE SHEETS

LIABILITIES AND EQUITY

(Unaudited)


 

Yen in millions

 

March 31,

2012

September 30,

2012

Current liabilities:

  

Short-term borrowings

¥86,608

¥126,543

Current portion of long-term debt

674

112,910

Trade notes and accounts payable

107,345

107,240

Accrued expenses

22,983

24,787

Other current liabilities

34,750

27,344

Total current liabilities

252,360

398,824

   

Long-term liabilities:

  

Long-term debt

101,236

13,109

Accrued pension and severance costs

12,715

16,936

Other long-term liabilities

8,479

9,002

Total long-term liabilities

122,430

39,047

   

Commitments and contingencies (Note 12)

  

Equity:

  

Common stock authorized: 480,000,000 shares issued and outstanding:

145,075,080 shares on March 31, 2012 and

145,075,080 shares on September 30, 2012

66,551

66,551

Additional paid-in capital

66,762

66,954

Retained earnings

326,777

347,539

Accumulated other comprehensive income (loss):

  

Foreign currency translation adjustments

(47,911)

(62,675)

Net unrealized gains and losses on securities

1,013

(913)

Net gains and losses on derivative instruments

73

183

Pension liability adjustments

(643)

(639)

   

Treasury stock, at cost:

8,240,496 shares on March 31, 2012 and

12,471,370 shares on September 30, 2012

(42,440)

(69,158)

Total Nidec Corporation shareholders’ equity

370,182

347,842

Noncontrolling interests

55,429

54,972

Total equity

425,611

402,814

Total liabilities and equity

¥800,401

¥840,685

   

The accompanying notes are an integral part of these financial statements.



Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


 

Yen in millions

 

For the six months ended September 30

 

2011

2012

   

Net sales

¥357,291

¥353,540

Operating expenses:

  

Cost of products sold

272,698

271,379

Selling, general and administrative expenses

28,887

23,958

Research and development expenses

14,939

15,387

 

316,524

310,724

Operating income

40,767

42,816

Other income (expense):

  

Interest and dividend income

661

859

Interest expense

(116)

(271)

Foreign exchange loss, net

(5,054)

(4,837)

(Loss) gain on marketable securities, net

(142)

129

Other, net

(1,529)

(1,026)

 

(6,180)

(5,146)

Income from continuing operations before income taxes

34,587

37,670

Income taxes

(8,275)

(8,815)

Equity in net income of affiliated companies

4

23

Income from continuing operations

26,316

28,878

Loss on discontinued operations

(1,362)

-

Consolidated net income

24,954

28,878

Less: Net income attributable to noncontrolling interests

(2,425)

(1,958)

Net income attributable to Nidec Corporation

¥22,529

¥26,920

 

 

 

 

Yen

Per share data:

  

Earning per share - basic

  

Income from continuing operations attributable to Nidec Corporation

¥170.35

¥200.66

Loss on discontinued operations attributable to Nidec Corporation

(7.27)

-

Net income attributable to Nidec Corporation

163.08

200.66

Earning per share - diluted

  

Income from continuing operations attributable to Nidec Corporation

¥159.29

¥187.29

Loss on discontinued operations attributable to Nidec Corporation

(6.80)

-

Net income attributable to Nidec Corporation

152.49

187.29

Cash dividends paid

¥45.00

¥45.00

   

The accompanying notes are an integral part of these financial statements.



Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF INCOME - (Continued)

(Unaudited)


 

Yen in millions

 

For the six months ended September 30

 

2011

2012

   

Net income attributable to Nidec Corporation

  

Income from continuing operations attributable to Nidec Corporation


¥23,533


¥26,920

Loss on discontinued operations attributable to Nidec Corporation

(1,004)

-

Net income attributable to Nidec Corporation

¥22,529

¥26,920

   

The accompanying notes are an integral part of these financial statements.



Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


 

Yen in millions

 

For the six months ended September 30

 

2011

2012

   

Consolidated net income

¥24,954

¥28,878

Other comprehensive income (loss), net of tax

  

Foreign currency translation adjustments

(23,674)

(15,559)

  Net unrealized gains and losses on securities

(882)

(2,259)

  Net gains and losses on derivative instruments

(1,131)

110

  Pension liability adjustments

525

3

  Total

(25,162)

(17,705)

Total comprehensive income (loss)

(208)

11,173

Less: Comprehensive (income) loss attributable to noncontrolling interests

(1,478)

(829)

Comprehensive income (loss) attributable to Nidec Corporation

¥(1,686)

¥10,344



Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


 

Yen in millions

 

For the three months ended September 30

 

2011

2012

   

Net sales

¥180,657

¥174,519

Operating expenses:

  

Cost of products sold

138,006

133,972

Selling, general and administrative expenses

14,203

12,346

Research and development expenses

7,528

7,887

 

159,737

154,205

Operating income

20,920

20,314

Other income (expense):

  

Interest and dividend income

318

335

Interest expense

(59)

(153)

Foreign exchange loss, net

(3,967)

(345)

(Loss) gain on marketable securities, net

(138)

129

Other, net

(747)

(1,263)

 

(4,593)

(1,297)

Income from continuing operations before income taxes

16,327

19,017

Income taxes

(3,992)

(4,226)

Equity in net income of affiliated companies

1

4

Income from continuing operations

12,336

14,795

Loss on discontinued operations

(686)

-

Consolidated net income

11,650

14,795

Less: Net income attributable to noncontrolling interests

(1,331)

(1,361)

Net income attributable to Nidec Corporation

¥10,319

¥13,434

 

 

 

 

Yen

Per share data:

  

Earning per share - basic

  

Income from continuing operations attributable to Nidec Corporation

¥78.55

¥101.17

Loss on discontinued operations attributable to Nidec Corporation

(3.69)

-

Net income attributable to Nidec Corporation

74.86

101.17

Earning per share – diluted

  

Income from continuing operations attributable to Nidec Corporation

¥73.43

¥94.37

Loss on discontinued operations attributable to Nidec Corporation

(3.45)

-

Net income attributable to Nidec Corporation

69.98

94.37

Cash dividends paid

¥0.00

¥0.00

   

The accompanying notes are an integral part of these financial statements.



Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF INCOME - (Continued)

(Unaudited)


 

Yen in millions

 

For the three months ended September 30

 

2011

2012

   

Net income attributable to Nidec Corporation

  

Income from continuing operations attributable to Nidec Corporation


¥10,828


¥13,434

Loss on discontinued operations attributable to Nidec Corporation

(509)

-

Net income attributable to Nidec Corporation

¥10,319

¥13,434

   

The accompanying notes are an integral part of these financial statements.



Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


 

Yen in millions

 

For the three months ended September 30

 

2011

2012

   

Consolidated net income

¥11,650

¥14,795

Other comprehensive income (loss), net of tax

  

Foreign currency translation adjustments

(15,651)

(2,002)

  Net unrealized gains and losses on securities

(947)

(782)

  Net gains and losses on derivative instruments

(1,044)

342

  Pension liability adjustments

(35)

(3)

  Total

(17,677)

(2,445)

Total comprehensive income (loss)

(6,027)

12,350

Less: Comprehensive (income) loss attributable to noncontrolling interests

(459)

(1,141)

Comprehensive income (loss) attributable to Nidec Corporation

¥(6,486)

¥11,209



Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


 

Yen in millions

 

For the six months ended September 30

 

2011

2012

   

Cash flows from operating activities:

  

Consolidated net income

¥24,954

¥28,878

Adjustments to reconcile net income to net cash provided by operating activities:

  

Depreciation and amortization

17,685

17,910

Loss (gain) on sales, disposal or impairment of property, plant and equipment

982

(81)

Loss recovery and gain on property, plant and equipment damaged in flood

-

(4,055)

Deferred income taxes

(1,162)

(4,519)

Equity in net income of affiliated companies

(4)

(23)

Foreign currency adjustments

3,229

1,945

Changes in operating assets and liabilities:

  

(Increase) decrease in notes and accounts receivable

(11,595)

10,960

Increase in inventories

(4,957)

(1,361)

Decrease in notes and accounts payable

(612)

(4,987)

Decrease in accrued income taxes

(2,250)

(4,400)

Other

2,308

(272)

Net cash provided by operating activities

28,578

39,995

   

Cash flows from investing activities:

  

Additions to property, plant and equipment

(19,761)

(34,250)

Proceeds from sales of property, plant and equipment

1,226

353

Insurance proceeds related to property, plant and equipment damaged in flood

-

44

Acquisitions of business, net of cash acquired

2,687

(47,093)

Other

(821)

2,766

Net cash used in investing activities

(16,669)

(78,180)

   

Cash flows from financing activities:

  

Increase in short-term borrowings

20,033

41,951

Proceeds from issuance of long-term debt

-

25,200

Repayments of long-term debt

(771)

(698)

Purchases of treasury stock

(8,882)

(26,718)

Payments for additional investments in subsidiaries

(454)

-

Dividends paid to shareholders of Nidec Corporation

(6,232)

(6,158)

Dividends paid to noncontrolling interests

(702)

(672)

Other

68

(459)

Net cash provided by financing activities

3,060

32,446

   

Effect of exchange rate changes on cash and cash equivalents

(7,629)

(6,474)

Net increase (decrease) in cash and cash equivalents

7,340

(12,213)

Cash and cash equivalents at beginning of period

94,321

130,290

Cash and cash equivalents at end of period

¥101,661

¥118,077

   

The accompanying notes are an integral part of these financial statements.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1. Basis of preparation:


The accompanying interim consolidated financial statements of NIDEC Corporation (the "Company", and together with its consolidated subsidiaries, "NIDEC") have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The interim consolidated financial statements are unaudited but include all adjustments, consisting of only normal recurring adjustments, which the Company considers necessary for a fair statement of the consolidated financial position and the consolidated results of its operations and cash flows. Results for the six months ended September 30, 2012 are not necessarily indicative of results that may be expected for the full year. The consolidated balance sheet at March 31, 2012, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the audited consolidated financial statements and footnotes thereto for the year ended March 31, 2012, included on Form 20-F.


Certain reclassifications in the consolidated balance sheets as of March 31, 2012, the consolidated statements of income for the six and three months ended September 30, 2011 and consolidated statements of cash flows for the six months ended September 30, 2011 have been made to conform to the presentation used for the six and three months ended September 30, 2012.


As of March 31, 2012, NIDEC discontinued its lens actuator business and its tape drive and disk drive mechanism business included within the Nidec Sankyo reportable segment, and its compact digital camera lens unit business included within the Nidec Copal reportable segment. The operating results of the discontinued businesses and exit costs with related taxes were recorded as "Loss on discontinued operations" in the consolidated statement of income in accordance with ASC 205-20, "Presentation of Financial Statements-Discontinued Operations".



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


2. New accounting pronouncements:


Accounting Changes

As of April 1, 2012, NIDEC adopted FASB Accounting Standards Codification™ (ASC) 220 “Comprehensive Income” updated by Accounting Standards Update (ASU) No. 2011-05 “Presentation of Comprehensive Income” and ASU 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU 2011-05 eliminates the option to report other comprehensive income and its components in the consolidated statement of changes in equity and requires an entity to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. ASU 2011-12 indefinitely defers the requirement in ASU 2011-05 to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. During the deferral period, the existing requirements in U.S. GAAP for the presentation of reclassification adjustments must continue to be followed. These standards are provisions for disclosure. The adoption of these standards did not have any impact on NIDEC’s consolidated financial position, results of operations and liquidity.


As of April 1, 2012, NIDEC adopted FASB ASC 350 “Intangibles-Goodwill and Other.” updated by ASU 2011-08 “Testing Goodwill for Impairment.” ASU 2011-08 allows an entity the option of performing a qualitative assessment before calculating the fair value of a reporting unit. If an entity determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The adoption of this standard did not have material impact on NIDEC’s consolidated financial position, results of operations and liquidity.


Recent Accounting Pronouncements to be adopted in future periods


In July 2012, the FASB issued ASU No. 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” ASU 2012-02 allows an entity the option of performing a qualitative assessment before calculating the fair value of an indefinite-lived intangible asset and performing the quantitative impairment test. If an entity determines, on the basis of qualitative factors, that it is more likely than not that the asset is impaired, the quantitative impairment test would be required. ASU 2012-02 is effective for annual and interim impairment tests of indefinite-lived intangible assets performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. NIDEC is currently evaluating the potential impact from adopting ASU 2012-02 on its consolidated financial position, results of operations and liquidity.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


3. Acquisitions


On July 1, 2011, NIDEC acquired all of the voting rights of Sanyo Seimitsu Co., Ltd. which consists of small precision motor product category, particularly vibration motors for mobile phones of Sanyo Electric Co., Ltd., in order to further develop and expand our small precision motor product category by effectively using the operational resources of, and efficiently developing new products and expanding sales opportunities for small precision motor product category. Sanyo Seimitsu Co., Ltd. was subsequently renamed Nidec Seimitsu Corporation.


On April 2, 2012, NIDEC acquired all of the voting rights in The Minster Machine Company, which consists of machinery product category, particularly medium-sized and large-sized high-speed, high-rigidity press machines and large-sized press machines for dies for motor parts, in order to continues to pursue NIDEC’s group-wide growth strategy by seeking to increase sales by expanding our business not only in NIDEC’s existing electronic parts market but also in wider markets, including the beverage can and automobile parts markets.


On May 31, 2012, NIDEC acquired all of the voting rights in Ansaldo Sistemi Industriali S.p.A., an Italian company, which consists of automotive, household, commercial and industrial products business where NIDEC has increasingly focused our efforts as one of the principal growth area, in order to accelerate the global expansion of NIDEC’s industrial motor business by gaining sales platforms in markets where NIDEC currently do not have significant sales and by expanding NIDEC’s product offering to include a wide range of products that are currently not in our product portfolio.


On September 28, 2012, NIDEC acquired all of the voting rights in Avtron Industrial Automation, Inc., which consists of rich system engineering resources, experience, the customer relationship and a sales channel in North America, in order to strengthen the industrial motor and automation solutions business and accelerate the Company’s strategy to achieve synergies with acquired companies.


The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at acquisition date for the six months ended September 30, 2012. Although NIDEC is allocating the amount paid for acquisition to the acquired assets and assumed liabilities, the value of certain assets and liabilities are based on preliminary valuations and are subject to adjustment as additional information is obtained.

 

Yen in millions

 

For the six months ended September 30, 2012

Current assets

¥29,070

Goodwill

39,959

Other non-current assets

7,507

Non-current assets

47,466

Total assets acquired

76,536

Total liabilities assumed

25,460

Net assets acquired

¥51,076



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)



The following represents the unaudited pro forma results of operations of NIDEC for the six months ended September 30, 2011 and 2012, as if the acquisition in these companies had occurred on April 1, 2011. 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

 

For the six months ended

September 30

(Unaudited)

 

2011

2012

 



 



Pro forma net sales

¥387,559

¥359,249

Pro forma net income

20,255

26,621

 


 
 

Yen

Pro forma net income attributable to Nidec Corporation per share

  

- basic

¥146.62

¥198.43

- diluted

137.08

185.21



4. Goodwill


The changes in the carrying amount of goodwill for the six months ended September 30, 2012 are as follows:

 

Yen in millions

Balance as of April 1, 2012

 

Goodwill

¥80,525

  

Acquisition

39,959

Translation adjustments and Others

(1,247)

  

Balance as of September 30, 2012

 

Goodwill

¥119,237

  


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


5. 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, 2012

 

Cost

Gross

unrealized

gains

Gross

unrealized

losses

Fair

value

Available-for-sale

    

Equity securities

¥8,633

¥5,610

¥192

¥14,051

     

Held-to-maturity

    

Japanese government debt securities

301

1

-

302

 

¥8,934

¥5,611

¥192

¥14,353

     

Securities not practicable to fair value

    

Equity securities

¥466

   

 

 

 

 

 


 

Yen in millions

 

September 30, 2012

 

Cost

Gross

unrealized

gains

Gross

unrealized

losses

Fair

value

Available-for-sale

    

Equity securities

¥8,933

¥2,979

¥953

¥10,959

     

Held-to-maturity

    

Japanese government debt securities

301

3

-

304

 

¥9,234

¥2,982

¥953

¥11,263

     

Securities not practicable to fair value

    

Equity securities

¥1,526

   
     


The net unrealized gain from available-for-sale securities included as a component of accumulated other comprehensive income, net of applicable taxes, decreased by ¥1,926 million during the six months ended September 30, 2012, and decreased by ¥53 million during the year ended March 31, 2012.


Proceeds from sale of marketable securities were ¥153 million for the three months ended September 30, 2012. On those sales, gross realized gains were ¥128 million and gross realized losses were ¥0 million for the three months ended September 30, 2012.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


Proceeds from sale of marketable securities were ¥154 million for the six months ended September 30, 2012. On those sales, gross realized gains were ¥129 million and gross realized losses were ¥0 million for the six months ended September 30, 2012.


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.


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.


 

Yen in millions

 

March 31, 2012

 

Less than 12 months

12 months or more

 

Fair value

Unrealized

loss

Fair value

Unrealized

loss

     

Equity securities

¥1,103

¥92

¥770

¥100

     


 

Yen in millions

 

September 30, 2012

 

Less than 12 months

12 months or more

 

Fair value

Unrealized

loss

Fair value

Unrealized

loss

     

Equity securities

¥2,516

¥355

¥1,312

¥598

     

NIDEC presumes the value of investment securities is impaired if the fair value is below the original cost. Among the impaired investment securities, NIDEC presumes a decline in value of equity securities is other-than-temporary if the fair value is significantly 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, even if a fair value is not significantly less than the original cost, 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 September 30, 2012, NIDEC determined that the decline in value for equity securities with unrealized losses shown in the above table is temporary in nature.

#



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


As of September 30, 2012 and March 31, 2012, held-to-maturity securities of ¥301 million and ¥301 million were pledged as collateral for the deferred payments of certain taxes based on the Japanese Custom Act and Consumption Tax Law, respectively.



6. Equity:


A summary of the changes in equity in the consolidated balance sheet for the six months ended September 30, 2011 and 2012 was as follows:


 

Yen in millions

 

Nidec

Corporation

total

Noncontrolling

interests

Total equity

For the six months ended September 30, 2011:

   

Balance at March 31, 2011

¥355,250

¥55,256

¥410,506

Comprehensive income (loss):

   

Net income

22,529

2,425

24,954

Other comprehensive income (loss):

   

Foreign currency translation adjustments

(22,592)

(1,082)

(23,674)

Net unrealized gains and losses on securities

(817)

(65)

(882)

Net gains and losses on derivative instruments

(1,131)

-

(1,131)

Pension liability adjustments

325

200

525

Total comprehensive income (loss)

(1,686)

1,478

(208)

Purchase of treasury stock

(8,882)

-

(8,882)

Dividends paid to shareholders of Nidec Corporation

(6,232)

-

(6,232)

Dividends paid to noncontrolling interests

-

(702)

(702)

Capital transaction with consolidated subsidiaries and other

(113)

(926)

(1,039)

Balance at September 30, 2011

¥338,337

¥55,106

¥393,443

 

 

 

 

For the six months ended September 30, 2012:

   

Balance at March 31, 2012

¥370,182

¥55,429

¥425,611

Comprehensive income (loss):

   

Net income

26,920

1,958

28,878

Other comprehensive income (loss):

   

Foreign currency translation adjustments

(14,764)

(795)

(15,559)

Net unrealized gains and losses on securities

(1,926)

(333)

(2,259)

Net gains and losses on derivative instruments

110

-

110

Pension liability adjustments

4

(1)

3

Total comprehensive income (loss)

10,344

829

11,173

Purchase of treasury stock

(26,718)

-

(26,718)

Dividends paid to shareholders of Nidec Corporation

(6,158)

-

(6,158)

Dividends paid to noncontrolling interests

-

(672)

(672)

Capital transaction with consolidated subsidiaries and other

192

(614)

(422)

Balance at September 30, 2012

¥347,842

¥54,972

¥402,814

    


Table of Contents


 

NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


7. Current portion of long-term debt:


Detail of Zero coupon convertible bonds, due 2015 is as follow;

 

Yen in millions

 

March 31, 2012

September 30, 2012

Principal amount

¥100,000

¥100,000

Unamortized premium

347

297

Total

¥100,347

¥100,297


The yen denominated zero coupon convertible bonds with stock acquisition rights due 2015, which are listed at Singapore Stock Exchange, were issued on September 21, 2010, and are redeemable at 100% of face value on September 18, 2015 (maturity date). Concerning stock acquisition rights, the conversion price per share is ¥10,626 and the number of convertible shares is 9,410,878 as of September 30, 2012.


The bonds were reclassified from Long-term debts to Current portion of long-term debt, because any holder of the bonds with stock acquisition rights is entitled, at its option, to require NIDEC to redeem such bonds on September 20, 2013 at 100% of its principal amount.



8. Pension and severance plans:


The amounts of net periodic benefit cost in pension and severance plans for the six months ended September 30, 2011 and 2012 were as follows:


 

Yen in millions

 

For the six months ended September 30

 

2011

2012

Net periodic pension cost for defined benefit plans:

  

Service cost

¥599

¥566

Interest cost

232

400

Expected return on plan assets

(163)

(273)

Amortization of net actuarial loss

59

76

Amortization of prior service credit

(86)

(73)

Losses on curtailments and settlements

132

-

Net periodic pension cost for defined benefit plans

773

696

Cost for multiemployer pension plans

105

92

Cost for defined contribution plans

¥780

¥884

   


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


The amounts of net periodic benefit cost in pension and severance plans for the three months ended September 30, 2011 and 2012 were as follows:


 

Yen in millions

 

For the three months ended September 30

 

2011

2012

Net periodic pension cost for defined benefit plans:

  

Service cost

¥308

¥278

Interest cost

114

225

Expected return on plan assets

(82)

(164)

Amortization of net actuarial loss

30

38

Amortization of prior service credit

(43)

(36)

Net periodic pension cost for defined benefit plans

327

341

Cost for multiemployer pension plans

52

45

Cost for defined contribution plans

¥386

¥471

   


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


9. Earnings per share:


The table below sets forth a reconciliation of the differences between basic and diluted income attributable to Nidec Corporation per share for the six and three months ended September 30, 2011 and 2012:


 

Yen in millions

Thousands

of shares

Yen

 

Net income (loss)

attributable

to Nidec

Corporation

Weighted-

average

shares

Net income (loss)

attributable to

Nidec Corporation

per share

For the six months ended September 30, 2011:

   

Basic net income attributable to

Nidec Corporation per share:

   

Income from continuing operations

attributable to Nidec Corporation

¥23,533

138,146

¥170.35

Loss on discontinued operations

attributable to Nidec Corporation

(1,004)

138,146

(7.27)

Net income attributable to

Nidec Corporation

¥22,529

138,146

¥163.08

Effect of dilutive securities:

Zero coupon convertible bonds

(28)

9,411

 

Diluted net income attributable to

Nidec Corporation per share:

   

Income from continuing operations

attributable to Nidec Corporation

¥23,505

147,557

¥159.29

Loss on discontinued operations

attributable to Nidec Corporation

(1,004)

147,557

(6.80)

Net income attributable to

Nidec Corporation

¥22,501

147,557

¥152.49

For the six months ended September 30, 2012:

   

Basic net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥26,920

134,159

¥200.66

Effect of dilutive securities:

Zero coupon convertible bonds

(31)

9,411

 

Diluted net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥26,889

143,570

¥187.29

    


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

Thousands

of shares

Yen

 

Net income (loss)

attributable

to Nidec

Corporation

Weighted-

average

shares

Net income (loss)

attributable to

Nidec Corporation

per share

For the three months ended September 30, 2011:

   

Basic net income attributable to

Nidec Corporation per share:

   

Income from continuing operations

attributable to Nidec Corporation

¥10,828

137,851

¥78.55

Loss on discontinued operations

attributable to Nidec Corporation

(509)

137,851

(3.69)

Net income attributable to

Nidec Corporation

¥10,319

137,851

¥74.86

Effect of dilutive securities:

Zero coupon convertible bonds

(14)

9,411

 

Diluted net income attributable to

Nidec Corporation per share:

   

Income from continuing operations

attributable to Nidec Corporation

¥10,814

147,262

¥73.43

Loss on discontinued operations

attributable to Nidec Corporation

(509)

147,262

(3.45)

Net income attributable to

Nidec Corporation

¥10,305

147,262

¥69.98

For the three months ended September 30, 2012:

   

Basic net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥13,434

132,777

¥101.17

Effect of dilutive securities:

Zero coupon convertible bonds

(16)

9,411

 

Diluted net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥13,418

142,188

¥94.37

    


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


10. Income taxes:


NIDEC is subject to a number of different income taxes, which, in the aggregate, indicate statutory rates in Japan of approximately 41.0% and 38.0% for the six months ended September 30, 2011 and 2012. Reconciliation of the differences between the statutory tax rates and the estimated effective income tax rates are as follows:


 

For the Six months

ended September 30

 

2011

2012

Statutory tax rate

41.0%

38.0%

Increase (reduction) in taxes resulting from:

  

Tax benefit in foreign subsidiaries

(19.7)

(16.2)

Tax (benefit) on undistributed earnings

0.1

3.9

Valuation allowance

0.7

(0.1)

Liabilities for unrecognized tax benefits

4.1

0.2

Other

(2.3)

(2.4)

Estimated effective income tax rate

23.9%

23.4%

   


The effective income tax rate decreased 0.5 percentage points from 23.9% for the six months ended September 30, 2011 to 23.4% for the six months ended September 30, 2012. It is mainly due to a reduction in statutory tax rate and decrease in liabilities for unrecognized tax benefits, though there were several factors causing an increase in tax rate. The liabilities for unrecognized tax benefits decreased because the subsidiary in Thailand does not need to accrue it from this year due to the agreement of a bilateral advance pricing arrangement.



11. Flooding in Thailand:


NIDEC has insurance policies which cover certain damage directly caused by the flooding in Thailand that occurred in October 2011. The insurance policies cover the damage associated with fixed assets and inventories. NIDEC has recognized insurance recoveries up to replacement cost that was approved by insurance company at some of NIDEC’s subsidiaries. As a result, NIDEC has recorded a net gain of ¥4,055 million in operating gain for the six months ended September 30, 2012.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


12. Contingencies:


NIDEC has guaranteed approximately ¥80 million of bank loans for employees in connection with their housing costs at September 30, 2012. If an employee defaults on his/her loan payments, NIDEC would be required to perform under the guarantee.


The maximum undiscounted amount of NIDEC’s obligation to make future payments in the event of defaults is approximately ¥80 million. The current carrying amount of the liabilities for NIDEC’s obligations under the guarantee is zero.


With the acquisition of ASI, NIDEC assumed ASI’s contingent liabilities. As a result, NIDEC is contingently liable under bid bonds, advance payment bonds, performance bonds, warranty bonds and payment bonds, totaling ¥5,729 million as of September 30, 2012, primarily for guarantees of our performance on projects currently in execution or under warranty. No material claims have been made against guarantees, and based on our current experience and current expectations, we do not anticipate any material claims.



13. Derivatives:


NIDEC manages the exposures to fluctuations in foreign exchange rate, interest rate and commodity prices movements through the use of derivative financial instruments which include foreign exchange forward contracts, currency option contracts, interest rate swap agreements and commodities agreements. NIDEC does not hold derivative financial instruments for trading purposes. NIDEC is exposed to credit risk in the event of non-performance by counterparties to the derivative contracts, but such risk is considered mitigated by the high credit rating of the counterparties.


Cash flow hedges


NIDEC uses foreign exchange forward contracts, interest rate swap agreements and commodities agreements designated as cash flow hedges to protect against a portion of foreign exchange rate risks, interest rate risks and commodity prices risks inherent in its forecasted transactions related to purchase commitments.


Derivatives not designated as hedges


NIDEC is unable or has elected not to apply hedge accounting to some of the derivatives from time to time. The changes in the fair value of these contracts are recorded in ‘Other income (expense)’.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


The Contractual Amounts Outstanding of Derivative Instruments

Derivatives designated as hedging instruments are as follows:

 

Yen in millions

 

March 31,

2012

September 30, 2012

Foreign exchange forward contracts

¥7,609

¥6,758

Interest rate swap agreements

-

9,623

Commodity futures

3,102

2,745

   


Derivatives not designated as hedging instruments are as follows:

 

Yen in millions

 

March 31,

2012

September 30, 2012

Foreign exchange forward contracts

¥-

¥203

Currency option contracts

-

361

   



Fair Values of Derivative Instruments

Derivatives designated as cash flow hedge are as follows:

  

Asset Derivatives

 

Balance sheet location

Yen in millions

  

March 31,

2012

September 30,

2012

Foreign exchange forward contracts

Other current assets

¥165

¥290

Commodity futures

Other current assets

22

55

    


  

Liability Derivatives

 

Balance sheet location

Yen in millions

  

March 31,

2012

September 30,

2012

Interest rate swap agreements

Other current liabilities

¥-

¥14

Commodity futures

Other current liabilities

44

-

    



Derivatives not designated as hedging instruments are as follows:

  

Liability Derivatives

 

Balance sheet location

Yen in millions

  

March 31,

2012

September 30,

2012

Foreign exchange forward contracts

Other current liabilities

¥-

¥3

Currency option contracts

Other current liabilities

-

16

    


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


The Effect of Derivative Instruments on the Consolidated Statements of Income for the six months ended September 30, 2011 and 2012

Derivatives designated as cash flow hedge are as follows:

Gains (losses) recognized in accumulated other comprehensive income

 


Yen in millions

 

For the six months ended

September 30

 

2011

2012

Foreign exchange forward contracts

¥(609)

¥73

Interest rate swap agreements

-

(9)

Commodity futures

(522)

46

   


Gains (losses) reclassified from accumulated other comprehensive income into income (effective portion)

 

Statement of income location


Yen in millions

  

For the six months ended

September 30

  

2011

2012

Foreign exchange forward contracts

Cost of sales

¥95

¥(30)

Interest rate swap agreements

Interest expense

-

1

Commodity futures

Cost of sales

(3)

(135)

    


The amount of hedge ineffectiveness and net gains (losses) excluded from the assessment of hedge effectiveness was not material for the six months ended September 30, 2012.


A net gain of ¥150 million in accumulated other comprehensive income at September 30, 2012 is expected to be reclassified into earnings within the next 12 months.


As of September 30, 2012, the maximum length of time over which NIDEC hedged its exposure to variability in future cash flows for forecasted transactions was approximately 23 months.


Derivatives not designated as hedging instruments are as follows:

Gains (losses) recognized in income

 

Statement of income location


Yen in millions

  

For the six months ended

September 30

  

2011

2012

Foreign exchange forward contracts

Foreign exchange loss, net

¥-

¥8

Currency option contracts

Foreign exchange loss, net

-

9

Interest rate currency swap agreements

Other, net

2

-

    


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


The Effect of Derivative Instruments on the Consolidated Statements of Income for the three months ended September 30, 2011 and 2012

Derivatives designated as cash flow hedge are as follows:


Gains (losses) recognized in accumulated other comprehensive income

 


Yen in millions

 

For the three months ended

September 30

 

2011

2012

Foreign exchange forward contracts

¥(595)

¥183

Interest rate swap agreements

-

(9)

Commodity futures

(449)

168

   


Gains (losses) reclassified from accumulated other comprehensive income into income (effective portion)

 

Statement of income location


Yen in millions

  

For the three months ended

September 30

  

2011

2012

Foreign exchange forward contracts

Cost of sales

¥(18)

¥8

Interest rate swap agreements

Interest expense

-

1

Commodity futures

Cost of sales

(22)

(52)

    



The amount of hedge ineffectiveness and net gains (losses) excluded from the assessment of hedge effectiveness was not material for the three months ended September 30, 2012.


Derivatives not designated as hedging instruments are as follows:


Gains (losses) recognized in income

 

Statement of income location


Yen in millions

  

For the three months ended

September 30

  

2011

2012

Foreign exchange forward contracts

Foreign exchange loss, net

¥-

¥8

Currency option contracts

Foreign exchange loss, net

-

9

Interest rate currency swap agreements

Other, net

-

-

    


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


14. Fair Value:


Under Statement of ASC 820, “Fair Value Measurements and Disclosures”, fair value is defined as 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. ASC 820 also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect NIDEC’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels.


Level 1 inputs are quoted prices in active markets for identical assets or liabilities.


Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs (other than quoted prices) that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.


Level 3 inputs are unobservable inputs for the asset or liability.


Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.


Assets and liabilities that are measured at Fair Value on a Recurring Basis:


The following table provides information by level for assets and liabilities that are measured at fair value, as defined by ASC 820, on a recurring basis.


 

Yen in millions

 

Fair Value at

March 31, 2012

Fair Value Measurements

Using Inputs Considered as

  

Level 1

Level 2

Level 3

Assets:

    

Marketable securities

¥14,051

¥14,051

-

-

Derivatives

¥187

¥22

¥165

-

Total assets:

¥14,238

¥14,073

¥165

-

Liabilities:

    

Derivatives

¥44

¥44

-

-



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

Fair Value at

Fair Value Measurements

Using Inputs Considered as

 

September 30, 2012

Level 1

Level 2

Level 3

Assets:

    

Marketable securities

¥10,959

¥10,959

-

-

Derivatives

¥345

55

¥290

-

Total assets:

¥11,304

¥11,014

¥290

-

Liabilities:

    

Derivatives

¥33

-

¥33

-


Level 1 marketable equity securities and derivatives including commodity futures are valued using an unadjusted quoted market price in active markets with sufficient volume and frequency of transactions.


Level 2 derivatives including foreign exchange contracts are valued using quotes obtained from counterparties or third parties, which are periodically validated by pricing models using observable market inputs, such as foreign currency exchange rates, and interest rates.


Fair value of financial instruments:


The estimated fair values of NIDEC’s financial instruments, excluding those disclosed elsewhere, are summarized as follows:


 

Yen in millions

 

March 31, 2012

 

Carrying

amount

Estimated

fair value

Asset (Liability):

  

Cash and cash equivalents

¥130,290

¥130,290

Short-term investments

7,810

7,810

Short-term loan receivable

119

119

Long-term loan receivable

85

86

Short-term borrowings

(59,608)

(59,608)

Commercial papers

(27,000)

(27,000)

Long-term debt including the current portion and excluding capital lease obligation

¥(100,602)

¥(103,218)

   


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

September 30, 2012

 

Carrying

amount

Estimated

fair value

Asset (Liability):

  

Cash and cash equivalents

¥118,077

¥118,077

Short-term investments

2,845

2,845

Short-term loan receivable

145

145

Long-term loan receivable

60

62

Short-term borrowings

(81,543)

(81,543)

Commercial papers

(45,000)

(45,000)

Long-term debt including the current portion and excluding capital lease obligation

¥(124,799)

¥(124,174)

   


The following are explanatory notes relating to the financial instruments.


Cash and cash equivalents, short-term investments, short-term loans receivable, short-term borrowings and commercial papers: In the normal course of business, substantially all cash and cash equivalents, short-term investments (time deposits), short-term loans receivable, short-term borrowings and commercial papers are highly liquid and are carried at amounts that approximate fair value.


Long-term loan receivable: NIDEC’s long-term loan receivable instruments are classified as Level 2 instruments. The fair value of long-term loans was estimated by discounting expected future cash flows.


Long-term debt: NIDEC’s long-term debt instruments are classified as Level 2 instruments. 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.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


15. Segment data:

In accordance with ASC 205-20, “Presentation of Financial Statements-Discontinued Operations”, amounts in the segment information do not reflect discontinued operations, and previous fiscal year’s segment information has been reclassified.


(1) Enterprise-wide information


The following table provides product information for the six months ended September 30, 2011 and 2012:

 

Yen in millions

 

For the six months ended September 30

 

2011

2012

Net sales:

  

Small precision motors:

  

Hard disk drives spindle motors

¥93,265

¥88,605

Other small precision motors

64,307

68,087

Sub-total

157,572

156,692

Automotive, household, commercial and industrial products

106,739

112,633

Machinery

36,616

31,266

Electronic and optical components

52,225

49,114

Others

4,139

3,835

Consolidated total

¥357,291

¥353,540

   


The following table provides product information for the three months ended September 30, 2011 and 2012:

 

Yen in millions

 

For the three months ended September 30

 

2011

2012

Net sales:

  

Small precision motors:

  

Hard disk drives spindle motors

¥46,682

¥40,163

Other small precision motors

35,688

33,061

Sub-total

82,370

73,224

Automotive, household, commercial and industrial products

51,867

58,660

Machinery

17,526

15,562

Electronic and optical components

26,679

24,862

Others

2,215

2,211

Consolidated total

¥180,657

¥174,519

   


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


(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.


The Nidec Corporation segment comprises Nidec Corporation in Japan, which primarily develops and sells hard disk drives spindle motors, DC motors, fans, and automotive products.


The Nidec Electronics (Thailand) segment comprises Nidec Electronics (Thailand) Co., Ltd., a subsidiary in Thailand, and its consolidated subsidiaries, which primarily produce and sell hard disk drive motors. This segment also includes other subsidiaries in Asia which produce components for hard disk drives.


The Nidec (Zhejiang) segment comprises Nidec (Zhejiang) Corporation, a subsidiary in China, which primarily produces and sells hard disk drive motors.

 

The Nidec (Dalian) segment comprises Nidec (Dalian) Limited, a subsidiary in China, which primarily produces and sells DC motors and fans but excludes its automotive products business .


The Nidec Singapore segment comprises Nidec Singapore Pte. Ltd., a subsidiary in Singapore, and its consolidated subsidiary, which primarily sell hard disk drive motors, DC motors and fans.


The Nidec (H.K.) segment comprises Nidec (H.K.) Co., Ltd., a subsidiary in Hong Kong, and its consolidated subsidiaries, which primarily sell hard disk drive motors, DC motors and fans.


The Nidec Philippines segment comprises Nidec Philippines Corporation, a subsidiary in the Philippines, and its consolidated subsidiary, which primarily produce and sell hard disk drive motors.


The Nidec Sankyo segment comprises Nidec Sankyo Corporation, a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell DC motors, machinery, and electronic parts.


The Nidec Copal segment comprises Nidec Copal Corporation, a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell optical and electronic parts and machinery.


The Nidec Tosok segment comprises Nidec Tosok Corporation, a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell automotive parts and machinery.


The Nidec Copal Electronics segment comprises Nidec Copal Electronics Corporation, a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell electronic parts.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


The Nidec Techno Motor segment comprises Nidec Techno Motor Corporation (renamed from Nidec Techno Motor Holdings Corporation on April 1, 2012), a subsidiary in Japan, and its consolidated subsidiaries, which primarily produce and sell commercial and industrial products.


The Nidec Motor segment comprises Nidec Motor Corporation and other subsidiaries in North America, subsidiaries of Nidec US Holdings Corporation, which is an intermediate holding company in the United States, as well as other subsidiaries in Latin America, Asia and Europe, which primarily produce and sell household, commercial and industrial products.


The Nidec Motors & Actuators segment comprises Nidec Motors & Actuators in France, other subsidiaries in Europe and North America, and other manufacturing subsidiaries in China, which primarily produce and sell automotive products .


All Others segment comprises subsidiaries that are operating segments but not designated as reportable segments due to their immateriality.


NIDEC evaluates performance based on segmental profit and loss, which consists of sales and operating revenues less operating expenses. All segmental operating income or loss is accounted for under Japanese GAAP, except for Nidec Electronics (Thailand), Nidec (Zhejiang), Nidec (Dalian), Nidec Singapore, Nidec (H.K.), Nidec Philippines, Nidec Motor and Nidec Motors & Actuators. Therefore 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. There are several differences between U.S. GAAP and the underlying accounting bases used by management, and the principal differences that affect segmental operating income or loss are accounting for pension and severance costs, and leases. Our segmental operating income or loss is presented in accordance with financial reporting principles and practices generally accepted in Japan. Management believes that the monthly segmental information is available on a timely basis, and that it is sufficiently accurate at the segment income or loss level for management’s purposes.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


The following tables show net sales to external customers and other financial information by operating segment for the six and three months ended September 30, 2011 and 2012, respectively:


Business segment

 

Yen in millions

 

For the six months ended September 30

 

2011

2012

Net sales to external customers:

  

Nidec Corporation

¥33,672

¥12,325

Nidec Electronics (Thailand)

39,866

33,846

Nidec (Zhejiang)

12,821

12,072

Nidec (Dalian)

2,201

2,129

Nidec Singapore

7,151

25,774

Nidec (H.K.)

26,085

28,181

Nidec Philippines

6,031

7,954

Nidec Sankyo

42,915

36,308

Nidec Copal

28,674

28,930

Nidec Tosok

15,365

16,662

Nidec Copal Electronics

15,078

13,636

Nidec Techno Motor

22,384

19,249

Nidec Motor

45,446

49,044

Nidec Motors & Actuators

21,138

20,967

All Others

37,929

46,579

Total

356,756

353,656

Adjustments*1

535

(116)

Consolidated total

¥357,291

¥353,540

   


*1 US GAAP adjustments related to the differences of revenue recognition between recognition at the time of shipment and at the time of customer receipt are main components of Adjustments.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


Business segment

 

Yen in millions

 

For the three months ended September 30

 

2011

2012

Net sales to external customers:

  

Nidec Corporation

¥15,845

¥5,977

Nidec Electronics (Thailand)

20,309

16,015

Nidec (Zhejiang)

6,202

5,183

Nidec (Dalian)

1,091

1,102

Nidec Singapore

3,938

10,209

Nidec (H.K.)

14,068

14,445

Nidec Philippines

3,094

4,185

Nidec Sankyo

21,951

17,182

Nidec Copal

15,155

14,828

Nidec Tosok

8,509

8,345

Nidec Copal Electronics

7,301

6,811

Nidec Techno Motor

10,438

9,073

Nidec Motor

21,404

27,741

Nidec Motors & Actuators

10,146

10,182

All Others

20,700

23,124

Total

180,151

174,402

Adjustments*1

506

117

Consolidated total

¥180,657

¥174,519

   


*1 US GAAP adjustments related to the differences of revenue recognition between recognition at the time of shipment and at the time of customer receipt are main components of Adjustments.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

For the six months ended September 30

 

2011

2012

Net sales to other operating segments:

  

Nidec Corporation

¥37,349

¥57,695

Nidec Electronics (Thailand)

20,194

19,694

Nidec (Zhejiang)

1,365

1,486

Nidec (Dalian)

8,739

7,004

Nidec Singapore

221

356

Nidec (H.K.)

469

1,242

Nidec Philippines

10,674

13,610

Nidec Sankyo

251

176

Nidec Copal

1,151

1,153

Nidec Tosok

64

97

Nidec Copal Electronics

9

9

Nidec Techno Motor

481

1,461

Nidec Motor

-

71

Nidec Motors & Actuators

4,781

9,682

All Others

25,822

28,763

Total

111,570

142,499

Intersegment elimination

¥(111,570)

¥(142,499)

Consolidated total

-

-

   


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

For the three months ended September 30

 

2011

2012

Net sales to other operating segments:

  

Nidec Corporation

¥21,120

¥22,919

Nidec Electronics (Thailand)

10,241

6,677

Nidec (Zhejiang)

621

572

Nidec (Dalian)

4,254

3,350

Nidec Singapore

111

178

Nidec (H.K.)

235

572

Nidec Philippines

5,278

5,733

Nidec Sankyo

132

82

Nidec Copal

559

589

Nidec Tosok

29

48

Nidec Copal Electronics

4

5

Nidec Techno Motor

229

977

Nidec Motor

-

71

Nidec Motors & Actuators

2,728

6,063

All Others

13,299

14,268

Total

58,840

62,104

Intersegment elimination

¥(58,840)

¥(62,104)

Consolidated total

-

-

   


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

For the six months ended September 30

 

2011

2012

Operating income or loss:

  

Nidec Corporation

¥2,461

¥998

Nidec Electronics (Thailand)

10,099

10,152

Nidec (Zhejiang)

531

301

Nidec (Dalian)

417

590

Nidec Singapore

86

378

Nidec (H.K.)

135

89

Nidec Philippines

2,842

3,840

Nidec Sankyo

5,352

3,279

Nidec Copal

3,061

2,263

Nidec Tosok

1,314

939

Nidec Copal Electronics

2,519

1,909

Nidec Techno Motor

2,166

2,198

Nidec Motor

1,717

2,041

Nidec Motors & Actuators

963

2,391

All Others

5,323

8,555

Total

38,986

39,923

Consolidation adjustments mainly related to elimination of intersegment profits

1,212


1,080

Reclassification *1

(51)

2,313

U.S. GAAP adjustments and Others *2

620

(500)

Consolidated total

¥40,767

¥42,816

   

*1 Some items are reclassified from other expenses (income) and included in operating expenses (income). Reclassification mainly loss on sales or disposals of fixed assets for the six months ended September 30, 2011 and 2012.

*2 Others is mainly from the amortization of capitalized assets related to business combinations for the six months ended September 30, 2011 and 2012.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

For the three months ended September 30

 

2011

2012

Operating income or loss:

  

Nidec Corporation

¥1,073

¥(853)

Nidec Electronics (Thailand)

5,706

4,215

Nidec (Zhejiang)

216

(27)

Nidec (Dalian)

125

365

Nidec Singapore

60

127

Nidec (H.K.)

30

31

Nidec Philippines

1,543

1,503

Nidec Sankyo

2,911

2,200

Nidec Copal

1,748

1,588

Nidec Tosok

1,007

626

Nidec Copal Electronics

1,098

1,044

Nidec Techno Motor

999

1,090

Nidec Motor

560

981

Nidec Motors & Actuators

635

1,228

All Others

2,574

4,566

Total

20,285

18,684

Consolidation adjustments mainly related to elimination of intersegment profits

(178)


1,246

Reclassification *1

60

673

U.S. GAAP adjustments and Others *2

753

(289)

Consolidated total

¥20,920

¥20,314

   

*1 Some items are reclassified from other expenses (income) and included in operating expenses (income). Reclassification mainly loss on sales or disposals of fixed assets for the three months ended September 30, 2011 and 2012.

*2 Others is mainly from the amortization of capitalized assets related to business combinations for the three months ended September 30, 2011 and 2012.



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


16. Subsequent events


Dividends for the first half of the fiscal year ending March 31, 2013


Subsequent to September 30, 2012, NIDEC’s Board of Directors declared a cash dividend of ¥5,967 million payable on December 3, 2012 to stockholders as of September 30, 2012.


Completion of Acquisition of SCD Co., Ltd.


On October 2, 2012, NIDEC acquired 51.4% of the voting rights in SCD Co., Ltd. (“SCD”).

1) Purpose of transaction

SCD develops, manufactures and sales products such as motor drive units for refrigerator and motors for air conditioners.

Following the acquisition, NIDEC aims to expand its sales channels into home appliance manufacturers in South Korea, which have advantage in markets in developing countries.

2) Funds for transaction

Own funds


Completion of Share exchange transaction with Nidec Sankyo Corporation


On October 1, 2012, NIDEC made the Nidec Sankyo Corporation (“NSNK”) a wholly owned subsidiary by way of share exchange transaction. NIDEC allocated 3,175,315 shares of its common stock held in treasury, for the share exchange transaction. As a result of this share exchange transaction, NIDEC’s treasury stock decreased ¥17,608 million and NIDEC’s interests in NSNK increased from 77.1% to 100%.


Completion of Acquisition of Kinetek Group Inc.


On November 1, 2012, NIDEC acquired all of the voting rights in Kinetek Group Inc. (“Kinetek”).

1) Purpose of transaction

Kinetek conducts its commercial motor business on a global basis. Kinetek occupies a leading position in various markets for commercial motors used in such end-products as elevators/escalators, commercial food refrigerators, floor care equipment, golf and utility vehicles, material handling vehicles, and aerial lifts.

By combining Kinetek’s commercial motor business with NIDEC’s market-leading commercial motor business, particularly in the market for motors used in air-conditioning equipment, NIDEC expects to expand our product offerings of commercial motors by more than double and to be in a better position to seek to become a leading player in a wider global commercial motor market.

2) Funds for transaction

Own funds and debt financing



Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


Determination of Terms of First, Second and Third Series of Domestic Unsecured Bonds


On November 7, 2012, NIDEC determined the terms of three tranches of straight bonds (which rank pari passu among themselves) (the “Bonds”) in the total principal amount of ¥100 billion to be issued in Japan under a shelf registration statement filed in Japan for the issuance from time to time of up to ¥200 billion aggregate principal amount of domestic bonds. The registration statement expires on April 5, 2014. The issuance of the Bonds has completed as of the date of this report.


  

The first series unsecured bonds

The second series unsecured bonds

The third series unsecured bonds

1

Total principal amount

¥65 billion

¥15 billion

¥20 billion

2

Book-entry bonds

The provisions of the Law Concerning Book-Entry Transfer of Corporate Bonds and Shares, etc. applies to the bonds.

3

Denomination of each bond

¥100 million

4

Interest rate

0.386% per annum

0.595% per annum

0.956% per annum

5

Issue price

100% of the principal amount

6

Redemption price

100% of the principal amount

7

Maturity date

September 20, 2017

September 20, 2019

September 20, 2022

8

Offering period

November 7, 2012

9

Payment date

November 13, 2012

10

Method of offering

Public offering in Japan. The bonds were not be offered in the United States or to any U.S. persons.

11

Security or guarantee

The bonds are unsecured and not guaranteed. There is no assets reserved as security for the bonds.

12

Financial covenants

The bonds are subject to certain negative pledge restrictions.

13

Redemption prior to maturity

NIDEC may, at any time on or after the day following the issue date, repurchase the bonds and cause such repurchased bonds to be canceled, unless otherwise required by Japan Securities Depository Center, Inc.

14

Use of the bonds

Repayment of commercial paper and other short-term borrowings