6-K 1 f41q36k04140214.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 February 2014.

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: Feburuary 14, 2014        
      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 NINE MONTHS ENDED DECEMBER 31, 2013 (Unaudited)

(FROM APRIL 1, 2013 TO DECEMBER 31, 2013)

CONSOLIDATED

Released on February 14, 2014



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NIDEC CORPORATION

338 Kuzetonoshiro-cho,

Minami-ku, Kyoto 601-8205 Japan




CONSOLIDATED FINANCIAL RESULTS

FOR THE NINE MONTHS

ENDED DECEMBER 31, 2013

(Unaudited)


CONSOLIDATED STATEMENTS OF INCOME

 

Yen in millions

 

(except per share amounts)

 

For the nine months

ended December 31

 

2012

2013

Net sales

¥523,210

¥646,725

Operating income

43,026

61,866

Income before income taxes

37,836

62,525

Net income attributable to Nidec Corporation

¥27,093

¥43,053

Per share data:

  

Net income attributable to Nidec Corporation

  

Earning per share – basic

¥201.26

¥317.93

Earning per share – diluted

¥187.80

¥297.23

   


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

Yen in millions

 

For the nine months

ended December 31

 

2012

2013

   

Consolidated net income

¥29,185

¥45,051

Other comprehensive income (loss), net of tax

27,487

59,536

Total comprehensive income

56,672

104,587

Less: Comprehensive income attributable to noncontrolling interests

(2,488)

(3,280)

Comprehensive income attributable to Nidec Corporation

¥54,184

¥101,307


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CONSOLIDATED BALANCE SHEETS

 

Yen in millions

 

2013

 

March 31

December 31

Current assets

¥500,690

¥590,204

Investments

17,060

18,677

Property, plant, equipment and others

487,667

522,296

Total assets

1,005,417

1,131,177

   

Current liabilities

364,877

276,921

Long-term liabilities

186,723

314,509

Total liabilities

551,600

591,430

Total Nidec Corporation shareholders’ equity

415,653

517,667

Noncontrolling interests

38,164

22,080

Total liabilities and equity

¥1,005,417

¥1,131,177

   


CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Yen in millions

 

For the nine months

ended December 31

 

2012

2013

Net cash provided by operating activities

¥65,653

¥64,800

Net cash used in investing activities

(127,405)

(34,164)

Net cash provided by (used in) financing activities

75,221

(9,470)

Effect of exchange rate changes on cash and cash equivalents

7,626

22,028

Net increase in cash and cash equivalents

21,095

43,194

Cash and cash equivalents at beginning of period

130,290

193,420

Cash and cash equivalents at end of period

¥151,385

¥236,614

   


In order to apply ASC 805 “Business Combinations,” discussed below, certain reclassifications have been made in the consolidated balance sheet as of March 31, 2013, our consolidated statements of income for the nine and three months ended December 31, 2012, and our consolidated statements of cash flows for the nine months ended December 31, 2012 to conform the presentation of each of such financial statements to the presentation used in each of the respectively corresponding financial statements as of or for the nine and three months ended December 31, 2013.


Pursuant to ASC 805 “Business Combinations,” our results of operations for the nine months ended December 31, 2012 have been retrospectively adjusted as we completed the fair value evaluations of the assets acquired and the liabilities assumed at the time of our acquisition of Nidec ASI S.p.A., Nidec Avtron Automation Corporation and Nidec Kinetek Corporation in the three months ended March 31, 2013. These acquired companies became our consolidated subsidiaries in the nine months ended December 31, 2012.


In addition, pursuant to ASC 805 “Business Combinations,” our results of operations for the nine months ended December 31, 2012 and for the year ended March 31, 2013 have also been adjusted as we completed the fair value evaluations of the assets acquired and the liabilities assumed at the time of our acquisition of SCD Co., Ltd. and Nidec Kaiyu Auto Electric (Jiangsu) Co., Ltd. in the six months ended September 30, 2013. These acquired companies became our consolidated subsidiaries in the three months ended December 31, 2012.


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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 make any assurances 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 various factors, including, but not limited to, (i) general economic conditions, particularly levels of consumer spending, in the computer, information technology, home appliance, industrial and commercial machinery and equipment, automobile and related product markets, (ii) the effectiveness of our measures designed to reduce costs and improve profitability, (iii) the Nidec Group’s ability to design, develop, mass produce and win acceptance of its products, (iv) 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, (v) the Nidec Group’s ability to successfully integrate its recently acquired companies and to complete the acquisitions of companies with complementary technologies and product lines, including Mitsubishi Materials C.M.I. Corporation and Honda Elesys Co., Ltd., and (vi) 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, “Thai baht” means the lawful currency of the Kingdom of Thailand, 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 — Nine Months Ended December 31, 2013 Compared to Nine Months Ended December 31, 2012 (Unaudited)


Net Sales

 

(Yen in millions)

For the nine months

ended December 31

 
 

2012

2013

Inc/Dec

Inc/Dec %

Net sales:

    

Small precision motors:

    

Hard disk drives spindle motors

¥125,540

¥139,253

¥13,713

10.9

Other small precision motors

117,425

133,971

16,546

14.1

Sub-total

242,965

273,224

30,259

12.5

Automotive, appliance, commercial and industrial products

174,238


247,074


72,836


41.8

Machinery

46,499

63,421

16,922

36.4

Electronic and optical components

53,484

57,226

3,742

7.0

Others

6,024

5,780

(244)

(4.1)

Consolidated total

¥523,210

¥646,725

¥123,515

23.6


Our net sales increased ¥123,515 million, or 23.6%, from ¥523,210 million for the nine months ended December 31, 2012 to ¥646,725 million for the nine months ended December 31, 2013. This increase was mainly due to the depreciation of the Japanese yen against the U.S. dollar and the Euro, as well as the net sales at newly consolidated subsidiaries, which consisted of:


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

Nidec Avtron Automation Corporation (renamed from “Avtron Industrial Automation, Inc.”) (“Nidec Avtron”), a U.S. provider of control, automation and drive-systems solutions and manufacturer of encoders, which we acquired in September 2012,

SCD Co., Ltd. (“SCD”), a South Korean manufacturer of motors and motor drive units, which we acquired in October 2012,

Nidec Kinetek Corporation (renamed from “Kinetek Group Inc.”) (“Nidec Kinetek”), a U.S. manufacturer of commercial motors, which we acquired in November 2012, and

Nidec Kaiyu Auto Electric (Jiangsu) Co., Ltd. (renamed from “Jiangsu Kaiyu Auto Appliance Co., Ltd.”) (“Nidec Kaiyu”), a Chinese manufacturer of brush motors for electric power steering systems and automotive fans, which we acquired in December 2012.


The average exchange rate between the Japanese yen and the U.S. dollar for the nine months ended December 31, 2013 was ¥99.39 to the dollar, which represented a depreciation of the Japanese yen against the U.S. dollar of ¥19.39, or 24.2%, compared to the nine months ended December 31, 2012. The average exchange rate between the Japanese yen and the Euro for the nine months ended December 31, 2013 was ¥132.23 to the Euro, which represented a depreciation of the Japanese yen against the Euro of ¥30.06, or 29.4%, compared to the nine months ended December 31, 2012. The depreciation of the Japanese yen had a positive effect on our net sales of approximately ¥98,800 million and a positive effect on our operating income of approximately ¥13,000 million for the nine months ended December 31, 2013 compared to the nine months ended December 31, 2012.


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(Small precision motors)


Net sales of small precision motors increased ¥30,259 million, or 12.5%, from ¥242,965 million for the nine months ended December 31, 2012 to ¥273,224 million for the nine months ended December 31, 2013. The depreciation of the Japanese yen and other Asian currencies against the U.S. dollar had a positive effect on our sales of small precision motors of approximately ¥46,800 million for the nine months ended December 31, 2013 compared to the nine months ended December 31, 2012. This positive effect of foreign currency exchange fluctuations more than offset the negative effect of generally declining trends in the numbers of units sold of the products in the small precision motor category and the decreases in unit prices of such products on a U.S. dollar basis. 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 increased ¥13,713 million, or 10.9%, from ¥125,540 million for the nine months ended December 31, 2012 to ¥139,253 million for the nine months ended December 31, 2013. The positive effect of foreign currency exchange rate fluctuations more than offset the negative impact of an approximately 7% decline in the number of units sold of small precision motors for hard disk drives for the nine months ended December 31, 2013 compared to the nine months ended December 31, 2012. We do not expect a recovery in the number of units sold at least during the remainder of the year ending March 31, 2014.


Net sales of hard disk drives spindle motors accounted for 24.0% of total net sales for the nine months ended December 31, 2012 and 21.5% of total net sales for the nine months ended December 31, 2013.


Other small precision motors


Net sales of other small precision motors increased ¥16,546 million, or 14.1%, from ¥117,425 million for the nine months ended December 31, 2012 to ¥133,971 million for the nine months ended December 31, 2013. This was mainly due to the depreciation of the Japanese yen against the U.S. dollar, as well as the contribution of SCD, which became our consolidated subsidiary in the six months ended March 31, 2013.


Net sales of other small precision motors accounted for 22.4% of total net sales for the nine months ended December 31, 2012 and 20.7% of total net sales for the nine months ended December 31, 2013.


(Automotive, appliance, commercial and industrial products)


Net sales of our automotive, appliance, commercial and industrial products increased ¥72,836 million, or 41.8%, from ¥174,238 million for the nine months ended December 31, 2012 to ¥247,074 million for the nine months ended December 31, 2013.


Net sales of appliance, commercial and industrial products for the nine months ended December 31, 2013 increased 50.0% compared to the nine months ended December 31, 2012 primarily due to increases in sales at Nidec Motor Corporation and sales of motors for air conditioning equipment at Nidec Techno Motor Corporation, as well as an increase in sales of approximately ¥25,500 million in the aggregate, excluding the effect of foreign currency exchange fluctuations, at Nidec ASI, Nidec Avtron and Nidec Kinetek, which were not consolidated for the full nine months ended December 31, 2012. In addition, the depreciation of the Japanese yen against the U.S. dollar and the Euro also had a positive effect.


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Net sales of automotive products for the nine months ended December 31, 2013 increased 27.5% compared to the nine months ended December 31, 2012. This was primarily as a result of starting mass-production of new product models for electric power steering and the depreciation of the Japanese yen against the U.S. dollar and the Euro.


Net sales of automotive, appliance, commercial and industrial products accounted for 33.3% of our total net sales for the nine months ended December 31, 2012 and 38.2% of total net sales for the nine months ended December 31, 2013.


(Machinery)


Net sales of our machinery increased ¥16,922 million, or 36.4%, from ¥46,499 million for the nine months ended December 31, 2012 to ¥63,421 million for the nine months ended December 31, 2013. The increase in net sales for the nine months ended December 31, 2013 was mainly due to an increase in sales of products such as LCD panel handling robots and card readers at the Nidec Sankyo group of ¥10,855 million, or 86%, compared to the nine months ended December 31, 2012, as well as the depreciation of the Japanese yen against the U.S. dollar.


Net sales of machinery accounted for 8.9% of our total net sales for the nine months ended December 31, 2012 and 9.8% of total net sales for the nine months ended December 31, 2013.


(Electronic and optical components)


Net sales of our electronic and optical components increased ¥3,742 million, or 7.0%, from ¥53,484 million for the nine months ended December 31, 2012 to ¥57,226 million for the nine months ended December 31, 2013. This increase was primarily attributable to increases in sales of household equipment and other products at the Nidec Copal Electronics Group of ¥1,934 million, or 16%, and sales at the Nidec Sankyo Group of ¥1,886 million, or 17%, compared to the nine months ended December 31, 2012.


Net sales of electronic and optical components accounted for 10.2% of our total net sales for the nine months ended December 31, 2012 and 8.9% of total net sales for the nine months ended December 31, 2013.


(Others)


Net sales of our other products decreased ¥244 million, or 4.1%, from ¥6,024 million for the nine months ended December 31, 2012 to ¥5,780 million for the nine months ended December 31, 2013.


Net sales of other products accounted for 1.2% of total net sales for the nine months ended December 31, 2012 and 0.9% of total net sales for the nine months ended December 31, 2013.


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Cost of Products Sold


Our cost of products sold increased ¥86,762 million, or 21.0%, from ¥412,914 million for the nine months ended December 31, 2012 to ¥499,676 million for the nine months ended December 31, 2013. Excluding the impact of Nidec ASI, Nidec Avtron, SCD, Nidec Kinetek and Nidec Kaiyu (the “Newly Consolidated Subsidiaries”), our cost of products sold increased ¥58,069 million, or 14.7%, from ¥395,995 million for the nine months ended December 31, 2012 to ¥454,064 million for the nine months ended December 31, 2013. This increase mainly corresponded to the overall increase in sales, and reflected the depreciation of the Japanese yen against other currencies.


As a percentage of net sales, our cost of products sold decreased from 78.9% for the nine months ended December 31, 2012 to 77.3% for the nine months ended December 31, 2013. Excluding the impact of the Newly Consolidated Subsidiaries, as a percentage of net sales, cost of products sold decreased from 78.8% for the nine months ended December 31, 2012 to 77.3% for the nine months ended December 31, 2013. This decrease was mainly due to the impact of increases in the numbers of units sold of products with higher margins, improved fixed costs per unit resulting from higher demand for some of our products, and lower raw material costs.


Selling, General and Administrative Expenses


Our selling, general and administrative expenses increased ¥13,616 million, or 31.7%, from ¥42,897 million for the nine months ended December 31, 2012 to ¥56,513 million for the nine months ended December 31, 2013. Excluding the impact of the Newly Consolidated Subsidiaries, our selling, general and administrative expenses increased ¥8,009 million, or 20.5%, from ¥39,008 million for the nine months ended December 31, 2012 to ¥47,017 million for the nine months ended December 31, 2013. This increase was mainly due to a ¥3,862 million gain from insurance relating to the Thai flooding which was recorded for the nine months ended December 31, 2012 but which was nil for the nine months ended December 31, 2013. The increase was also attributable to higher personnel expenses.


As a percentage of net sales, our selling, general and administrative expenses increased from 8.2% for the nine months ended December 31, 2012 to 8.7% for the nine months ended December 31, 2013. Excluding the impact of the Newly Consolidated Subsidiaries and the gain from insurance, as a percentage of net sales, our selling, general and administrative expenses decreased from 8.5% for the nine months ended December 31, 2012 to 8.0% for the nine months ended December 31, 2013.


Research and Development Expenses


Our research and development expenses increased ¥4,297 million, or 17.6%, from ¥24,373 million for the nine months ended December 31, 2012 to ¥28,670 million for the nine months ended December 31, 2013. Excluding the impact of the Newly Consolidated Subsidiaries, our research and development expenses increased ¥3,500 million, or 14.6%, from ¥23,905 million for the nine months ended December 31, 2012 to ¥27,405 million for the nine months ended December 31, 2013. This increase was mainly due to our increased spending on research and development activities relating to products in the automotive, appliance, commercial and industrial products category and the small precision motors category.


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As a percentage of net sales, our research and development expenses decreased from 4.7% for the nine months ended December 31, 2012 to 4.4% for the nine months ended December 31, 2013. Excluding the impact of the Newly Consolidated Subsidiaries, as a percentage of net sales, our research and development expenses decreased from 4.8% for the nine months ended December 31, 2012 to 4.7% for the nine months ended December 31, 2013.


Operating Income


As a result of the foregoing, our operating income increased ¥18,840 million, or 43.8%, from ¥43,026 million for the nine months ended December 31, 2012 to ¥61,866 million for the nine months ended December 31, 2013.


As a percentage of net sales, our operating income increased from 8.2% for the nine months ended December 31, 2012 to 9.6% for the nine months ended December 31, 2013.


Other Income (Expense)


We had other income of ¥659 million for the nine months ended December 31, 2013, compared to other expense of ¥5,190 million for the nine months ended December 31, 2012. Excluding the impact of the Newly Consolidated Subsidiaries, we had other income of ¥629 million for the nine months ended December 31, 2013, compared to other expense of ¥5,138 million for the nine months ended December 31, 2012. This improvement was mainly due to an increase in foreign exchange gain.


We had foreign exchange gain of ¥378 million for the nine months ended December 31, 2013, compared to foreign exchange loss of ¥3,926 million for the nine months ended December 31, 2012. Excluding the impact of the Newly Consolidated Subsidiaries, we had foreign exchange gain of ¥400 million for the nine months ended December 31, 2013, compared to foreign exchange loss of ¥3,916 million for the nine months ended December 31, 2012. This improvement was mainly due to the depreciation in the value of the Japanese yen against relevant foreign currencies, as well as lower translation losses on Thai baht-denominated assets compared to the nine months ended December 31, 2012, in which we recorded one-time translation losses on certain Thai baht-denominated assets.


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, 2012

December 31, 2012

Fluctuation from March 31, 2012 to December 31, 2012

March 31, 2013

December 31, 2013

Fluctuation from March 31, 2013 to December 31, 2013

U.S. Dollar ($1.00)

82.19

86.58

4.39

94.05

105.39

11.34

Euro (€1.00)

109.80

114.71

4.91

120.73

145.05

24.32


Income before Income Taxes


As a result of the foregoing, our income before income taxes increased ¥24,689 million, or 65.3%, from ¥37,836 million for the nine months ended December 31, 2012 to ¥62,525 million for the nine months ended December 31, 2013.


As a percentage of net sales, our income before income taxes increased from 7.2% for the nine months ended December 31, 2012 to 9.7% for the nine months ended December 31, 2013.


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Income Taxes


Our income taxes increased ¥8,751 million, or 100.7%, from ¥8,693 million for the nine months ended December 31, 2012 to ¥17,444 million for the nine months ended December 31, 2013. This increase was primarily due to the increase in income before income taxes and an increase in the effective income tax rate.


The effective income tax rate increased approximately 4.9 percentage points from 23.0% for the nine months ended December 31, 2012 to 27.9% for the nine months ended December 31, 2013. This was due to an increase in valuation allowance, an increase in liabilities for unrecognized tax benefits and other factors, including a reduction in tax credits, for the nine months ended December 31, 2013 as compared to the nine months ended December 31, 2012. The increasing effect of these factors on the tax rate was partially offset by a decrease in tax on undistributed earnings.


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


Equity in Net Income (Loss) of Affiliated Companies


We recorded equity in net loss of ¥30 million for the nine months ended December 31, 2013, compared to equity in net income of ¥42 million for the nine months ended December 31, 2012.


Consolidated Net Income


As a result of the foregoing, our consolidated net income increased ¥15,866 million, or 54.4%, from ¥29,185 million for the nine months ended December 31, 2012 to ¥45,051 million for the nine months ended December 31, 2013.


Net Income Attributable to Noncontrolling Interests


Our net income attributable to noncontrolling interests decreased ¥94 million, or 4.5%, from ¥2,092 million for the nine months ended December 31, 2012 to ¥1,998 million for the nine months ended December 31, 2013. This decrease primarily resulted from the transactions through which we made certain consolidated subsidiaries our wholly owned subsidiaries. In October 2012, we made Nidec Sankyo Corporation, in which we previously held a 77.1% ownership interest, a wholly owned subsidiary. In addition, in October 2013, we made Nidec Copal Corporation and Nidec Tosok Corporation, in which we previously held a 66.5% ownership interest and a 72.3% ownership interest, respectively, wholly owned subsidiaries. The effect of these transactions was offset in part by higher profits of group companies in which we own less than 100%, including the Nidec Copal Electronics group.


Net Income Attributable to Nidec Corporation


As a result of the foregoing, net income attributable to Nidec Corporation increased ¥15,960 million, or 58.9%, from ¥27,093 million for the nine months ended December 31, 2012 to ¥43,053 million for the nine months ended December 31, 2013.


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As a percentage of net sales, net income attributable to Nidec Corporation increased from 5.2% for the nine months ended December 31, 2012 to 6.7% for the nine months ended December 31, 2013.



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 ASC 280, 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 drives spindle 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 drives spindle 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 drives spindle 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 drives spindle 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 drives spindle 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 products.


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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, 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, 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 home appliance, commercial and industrial products. This segment also includes Nidec ASI, Nidec Avtron and Nidec Kinetek, which were consolidated in the year ended March 31, 2013.


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.


We evaluate performance based on segment income or 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.


The first of the following two tables shows net sales to external customers and other operating segments by reportable operating segment for the nine months ended December 31, 2012 and 2013. The second table shows operating income or loss by reportable operating segment, which includes inter-segment sales and operating revenues and expenses, for the nine months ended December 31, 2012 and 2013:


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Yen in millions

 

For the nine months ended December 31

 

2012

2013

Nidec Corporation

  

Net sales to external customers

¥17,922

¥20,596

Net sales to other operating segments

80,863

101,214

Sub total

98,785

121,810

Nidec Electronics (Thailand)

  

Net sales to external customers

47,335

51,492

Net sales to other operating segments

26,683

32,734

Sub total

74,018

84,226

Nidec (Zhejiang)

  

Net sales to external customers

16,785

14,864

Net sales to other operating segments

2,192

3,629

Sub total

18,977

18,493

Nidec (Dalian)

  

Net sales to external customers

2,869

1,523

Net sales to other operating segments

9,024

8,146

Sub total

11,893

9,669

Nidec Singapore

  

Net sales to external customers

37,535

42,169

Net sales to other operating segments

527

591

Sub total

38,062

42,760

Nidec (H.K.)

  

Net sales to external customers

39,243

52,187

Net sales to other operating segments

1,487

988

Sub total

40,730

53,175

Nidec Philippines

  

Net sales to external customers

11,579

14,432

Net sales to other operating segments

19,527

22,319

Sub total

31,106

36,751

Nidec Sankyo

  

Net sales to external customers

54,967

70,585

Net sales to other operating segments

249

228

Sub total

55,216

70,813

Nidec Copal

  

Net sales to external customers

39,316

37,732

Net sales to other operating segments

1,638

1,697

Sub total

40,954

39,429

Nidec Tosok

  

Net sales to external customers

23,793

26,285

Net sales to other operating segments

141

135

Sub total

23,934

26,420

Nidec Copal Electronics

  

Net sales to external customers

20,003

23,787

Net sales to other operating segments

14

6

Sub total

20,017

23,793

Nidec Techno Motor

  

Net sales to external customers

28,162

35,137

Net sales to other operating segments

2,395

2,971

Sub total

30,557

38,108

Nidec Motor

  

Net sales to external customers

80,671

128,537

Net sales to other operating segments

100

55

Sub total

80,771

128,592

Nidec Motors & Actuators

  

Net sales to external customers

31,443

46,215

Net sales to other operating segments

10,947

15,011

Sub total

42,390

61,226

All Others

  

Net sales to external customers

71,106

80,155

Net sales to other operating segments

42,122

54,320

Sub total

113,228

134,475

Total

  

Net sales to external customers

522,729

645,696

Net sales to other operating segments

197,909

244,044

Adjustments (*)

481

1,029

Intersegment elimination

(197,909)

(244,044)

Consolidated total (net sales)

¥523,210

¥646,725

   

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


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Yen in millions

 

For the nine months ended December 31

 

2012

2013

Operating income or loss:

  

Nidec Corporation

¥(2,186)

¥828

Nidec Electronics (Thailand)

11,433

10,238

Nidec (Zhejiang)

38

338

Nidec (Dalian)

379

338

Nidec Singapore

511

597

Nidec (H.K.)

121

366

Nidec Philippines

4,648

5,603

Nidec Sankyo

3,889

6,864

Nidec Copal

(156)

(277)

Nidec Tosok

1,546

2,014

Nidec Copal Electronics

2,766

4,114

Nidec Techno Motor

3,120

4,208

Nidec Motor

1,510

6,294

Nidec Motors & Actuators

3,012

3,998

All Others

10,044

14,351

Total

40,675

59,874

Adjustments (*)

2,351

1,992

Consolidated total

¥43,026

¥61,866

   

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


Net sales of Nidec Corporation increased ¥23,025 million, or 23.3%, from ¥98,785 million for the nine months ended December 31, 2012 to ¥121,810 million for the nine months ended December 31, 2013. This increase was primarily due to the positive effect of the depreciation of the Japanese yen against the U.S. dollar. Net sales to external customers of Nidec Corporation increased ¥2,674 million, or 14.9%, from ¥17,922 million for the nine months ended December 31, 2012 to ¥20,596 million for the nine months ended December 31, 2013. Net sales to other operating segments of Nidec Corporation increased ¥20,351 million, or 25.2%, from ¥80,863 million for the nine months ended December 31, 2012 to ¥101,214 million for the nine months ended December 31, 2013. Nidec Corporation had operating income of ¥828 million for the nine months ended December 31, 2013, compared to operating loss of ¥2,186 million for the nine months ended December 31, 2012. This increase was primarily due to an increase in royalty and commission fees mainly from subsidiaries in other segments that manufacture hard disk drives spindle motors, in addition to the increase in sales.


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Net sales of Nidec Electronics (Thailand) increased ¥10,208 million, or 13.8%, from ¥74,018 million for the nine months ended December 31, 2012 to ¥84,226 million for the nine months ended December 31, 2013. This increase was primarily due to the positive effect of the depreciation of the Japanese yen against the Thai baht, despite the decrease in demand for hard disk drives spindle motors. Operating income of Nidec Electronics (Thailand) decreased ¥1,195 million, or 10.5%, from ¥11,433 million for the nine months ended December 31, 2012 to ¥10,238 million for the nine months ended December 31, 2013. This decrease was primarily due to the gain from insurance relating to the 2011 Thai flooding which was recorded for the nine months ended December 31, 2012, but which was nil for this nine months ended December 31, 2013.


Net sales of Nidec (Zhejiang) decreased ¥484 million, or 2.6%, from ¥18,977 million for the nine months ended December 31, 2012 to ¥18,493 million for the nine months ended December 31, 2013. This decrease was primarily due to a decrease in demand for hard disk drives spindle motors, despite the positive effect of the depreciation of the Japanese yen against the U.S. dollar. However, operating income of Nidec (Zhejiang) increased ¥300 million from ¥38 million for the nine months ended December 31, 2012 to ¥338 million for the nine months ended December 31, 2013. This increase was primarily due to a decrease in depreciation of fixed assets resulting from our business structure streamlining measures.


Net sales of Nidec (Dalian) decreased ¥2,224 million, or 18.7%, from ¥11,893 million for the nine months ended December 31, 2012 to ¥9,669 million for the nine months ended December 31, 2013. This decrease was primarily due to the negative impact of the transfer of portions of the DC motor and DC fan manufacturing operations to the All Others segment. Operating income of Nidec (Dalian) decreased ¥41 million, or 10.8%, from ¥379 million for the nine months ended December 31, 2012 to ¥338 million for the nine months ended December 31, 2013. This decrease was primarily due to the decrease in sales, which was partially offset by the positive impact of changes in product mix resulting in an increase in higher margin products sold.


Net sales of Nidec Singapore increased ¥4,698 million, or 12.3%, from ¥38,062 million for the nine months ended December 31, 2012 to ¥42,760 million for the nine months ended December 31, 2013. This increase was primarily due to the positive effect of the depreciation of the Japanese yen against the U.S. dollar, despite the decrease in demand for hard disk drives spindle motors. Operating income of Nidec Singapore increased ¥86 million, or 16.8%, from ¥511 million for the nine months ended December 31, 2012 to ¥597 million for the nine months ended December 31, 2013. This increase was primarily due to the increase in sales.


Net sales of Nidec (H.K.) increased ¥12,445 million, or 30.6%, from ¥40,730 million for the nine months ended December 31, 2012 to ¥53,175 million for the nine months ended December 31, 2013. This increase was primarily due to the positive effect of the depreciation of the Japanese yen against the Hong Kong dollar. Operating income of Nidec (H.K.) increased ¥245 million from ¥121 million for the nine months ended December 31, 2012 to ¥366 million for the nine months ended December 31, 2013. This increase was primarily due to an increase in higher margin products sold.


Net sales of Nidec Philippines increased ¥5,645 million, or 18.1%, from ¥31,106 million for the nine months ended December 31, 2012 to ¥36,751 million for the nine months ended December 31, 2013. This increase was primarily due to the depreciation of the Japanese yen against the U.S. dollar, despite the decrease in demand for hard disk drives spindle motors. Operating income of Nidec Philippines increased ¥955 million, or 20.5%, from ¥4,648 million for the nine months ended December 31, 2012 to ¥5,603 million for the nine months ended December 31, 2013. This increase was primarily due to the increase in sales.


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Net sales of Nidec Sankyo increased ¥15,597 million, or 28.2%, from ¥55,216 million for the nine months ended December 31, 2012 to ¥70,813 million for the nine months ended December 31, 2013. This increase was primarily due to increases in sales of LCD panel handling robots and card readers and the contribution of the newly consolidated subsidiaries, including SCD, in addition to the depreciation of the Japanese yen against the U.S. dollar. Operating income of Nidec Sankyo increased ¥2,975 million, or 76.5%, from ¥3,889 million for the nine months ended December 31, 2012 to ¥6,864 million for the nine months ended December 31, 2013. This increase was primarily due to the increase in sales.


Net sales of Nidec Copal decreased ¥1,525 million, or 3.7%, from ¥40,954 million for the nine months ended December 31, 2012 to ¥39,429 million for the nine months ended December 31, 2013. This decrease was primarily due to the declining digital camera market, despite the launch of new product models and the depreciation of the Japanese yen against the U.S. dollar and the Thai baht. Operating loss of Nidec Copal increased ¥121 million, or 77.6%, from ¥156 million for the nine months ended December 31, 2012 to ¥ 277 million for the nine months ended December 31, 2013. The larger loss was primarily due to the decrease in sales.


Net sales of Nidec Tosok increased ¥ 2,486 million, or 10.4%, from ¥23,934 million for the nine months ended December 31, 2012 to ¥ 26,420 million for the nine months ended December 31, 2013. This increase was primarily due to the commencement of mass-production of new product models of automotive products and the depreciation of the Japanese yen against the Chinese yuan and the Euro. Operating income of Nidec Tosok increased ¥468 million, or 30.3%, from ¥1,546 million for the nine months ended December 31, 2012 to ¥2,014 million for the nine months ended December 31, 2013. This increase was primarily due to our cost reduction measures, despite increases in start-up costs for the new product models.


Net sales of Nidec Copal Electronics increased ¥3,776 million, or 18.9%, from ¥20,017 million for the nine months ended December 31, 2012 to ¥23,793 million for the nine months ended December 31, 2013. This increase was primarily due to increases in sales of such products as motors for gaming consoles and medical equipment, and components for industrial and household equipment. Operating income of Nidec Copal Electronics increased ¥1,348 million, or 48.7%, from ¥2,766 million for the nine months ended December 31, 2012 to ¥4,114 million for the nine months ended December 31, 2013. This increase was primarily due to our cost reduction measures, in addition to the increase in sales.


Net sales of Nidec Techno Motor increased ¥7,551 million, or 24.7%, from ¥30,557 million for the nine months ended December 31, 2012 to ¥38,108 million for the nine months ended December 31, 2013. This increase was primarily due to an increase in sales of motors for air conditioning equipment in Asia, in addition to the depreciation of the Japanese yen against the Chinese yuan. Operating income of Nidec Techno Motor increased ¥1,088 million, or 34.9%, from ¥3,120 million for the nine months ended December 31, 2012 to ¥4,208 million for the nine months ended December 31, 2013. This increase was primarily due to the increase in sales.


Net sales of Nidec Motor increased ¥47,821 million, or 59.2%, from ¥80,771 million for the nine months ended December 31, 2012 to ¥128,592 million for the nine months ended December 31, 2013. This increase was primarily due to the contribution of the newly consolidated subsidiaries, including Nidec ASI, Nidec Avtron and Nidec Kinetek, in addition to the depreciation of the Japanese yen against the U.S. dollar. Operating income of Nidec Motor increased ¥4,784 million from ¥1,510 million for the nine months ended December 31, 2012 to ¥6,294 million for the nine months ended December 31, 2013. This increase was primarily due to our cost reduction measures, in addition to the positive impact of the newly consolidated subsidiaries.


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Net sales of Nidec Motors & Actuators increased ¥ 18,836 million, or 44.4%, from ¥42,390 million for the nine months ended December 31, 2012 to ¥ 61,226 million for the nine months ended December 31, 2013. This increase was primarily due to the commencement of mass-production of new product models and the depreciation of the Japanese yen against the U.S. dollar and the Euro. Operating income of Nidec Motors & Actuators increased ¥986 million, or 32.7%, from ¥3,012 million for the nine months ended December 31, 2012 to ¥3,998 million for the nine months ended December 31, 2013. This increase was primarily due to the increase in sales.


With respect to the All Others segment, net sales increased ¥21,247 million, or 18.8%, from ¥113,228 million for the nine months ended December 31, 2012 to ¥134,475 million for the nine months ended December 31, 2013. This increase was primarily due to the depreciation of the Japanese yen against the U.S. dollar. Operating income increased ¥4,307 million, or 42.9%, from ¥10,044 million for the nine months ended December 31, 2012 to ¥14,351 million for the nine months ended December 31, 2013. This increase was primarily due to our cost reduction measures, in addition to the increase in sales.



Liquidity and Capital Resources


Our primary sources of liquidity include our net cash flows from operating activities and long-term debt. A critical part of our liquidity management is our focus on efficient use of working capital, which is defined as current assets less current liabilities, to improve our cash flows. Between March 31, 2013 and December 31, 2013, our working capital increased from ¥135,813 million to ¥313,283 million primarily as a result of the reclassification of the outstanding convertible bonds due 2015 from current portion of long-term debt to long-term debt and the issuance of domestic corporate bonds in December 2013. In an effort to efficiently use our working capital, we continue to make effective use of our cash management system, where cash is managed and shared among our subsidiaries in Japan and among our subsidiaries in China, respectively.


We had cash and cash equivalents of ¥236,614 million as of December 31, 2013, compared to ¥193,420 million as of March 31, 2013. As of December 31, 2013, approximately 84% of our cash and cash equivalents were held by our consolidated subsidiaries outside of Japan.


Cross-border cash transfers between group companies are subject to restrictions in certain circumstances. Where local restrictions prevent efficient intercompany transfers of funds, particularly to Nidec Corporation from its subsidiaries outside of Japan, Nidec Corporation seeks to meet its liquidity needs through ongoing cash flows, external borrowings, or both, as further discussed below. We do not expect such restrictions on transfers of funds held outside of Japan to have a material effect on our overall liquidity, financial condition or results of operations.


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. As of December 31, 2013, we had ¥159,620 million of trade notes and accounts payable, ¥19,402 million of short-term borrowings, and ¥308,565 million of long-term debt, including the current portion of long-term debt.


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In the nine months ended December 31, 2013, we made no acquisitions. However, on January 1, 2014, we acquired all of the voting rights in Mitsubishi Materials C.M.I. Corporation. In December 2013, we prepaid the acquisition cost, which was recorded in “Other” under “Cash flows from investing activities” in our unaudited consolidated cash flow statements for the nine months ended December 31, 2013, but which was not recorded in our unaudited consolidated statements of income for the nine months ended December 31, 2013. In addition, in October 2013, we entered into a stock purchase agreement to acquire all of the shares of Honda Elesys Co., Ltd., a Japanese manufacturer of automobile electronic control units for automobiles, from Honda Motor Co., Ltd., NEC Corporation, Showa Corporation and Nissin Kogyo Co., Ltd. The closing of the transaction is expected to occur in March 2014, subject to necessary regulatory approvals and other conditions. We intend to continue to seek opportunities to acquire other companies and to make additional investments in our subsidiaries.


Our short-term borrowings, consisting of bank loans, were ¥19,402 million as of December 31, 2013, a decrease of ¥13,396 million from ¥32,798 million as of March 31, 2013. This decrease was mainly due to repayment of yen-denominated short-term borrowings with a portion of the proceeds from the issuance of domestic corporate bonds in December 2013, as further discussed below. We had no commercial paper outstanding as of December 31, 2013 and the date of this report.


Our current portion of long-term debt was ¥38,159 million as of December 31, 2013, a decrease of ¥95,469 million from ¥133,628 million as of March 31, 2013. This decrease was mainly due to the reclassification of approximately ¥96,000 million aggregate principal amount of zero coupon euro yen convertible bonds due 2015 from current portion of long-term debt to long-term debt, as the unexercised early redemption right expired. On September 20, 2013, holders of ¥4,250 million aggregate principal amount of such convertible bonds exercised their early redemption right. As a result, our current portion of long-term debt as of December 31, 2013 consisted of the current portion of the Euro-denominated and U.S. dollar-denominated bank loans we obtained in July 2012 and December 2012, respectively, under a special government program, as further described below.


Our long-term debt was ¥270,406 million as of December 31, 2013, an increase of ¥124,135 million from ¥146,271 million as of March 31, 2013. This increase was mainly due to the reclassification of the outstanding zero coupon euro yen convertible bonds and the proceeds from the issuance of ¥50,000 million aggregate principal amount of domestic bonds in December 2013, as further described below. This was partially offset by the reclassification of portions of the Euro-denominated and U.S. dollar-denominated bank loans, as further described below, from long-term debt to current portion of long-term debt. As a result, our long-term debt as of December 31, 2013 consisted of the approximately ¥96,000 million aggregate principal amount of the outstanding zero coupon euro yen convertible bonds due 2015, ¥50,000 million aggregate principal amount of domestic bonds issued in December 2013, the remaining portions of the Euro-denominated and U.S. dollar-denominated bank loans, and ¥100,000 million aggregate principal amount of domestic bonds issued in November 2012.


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In July 2012, in an effort to reduce financing costs and foreign exchange risks, we borrowed €240 million from major Japanese private commercial banks based on Euro-denominated credit lines to fund our future acquisition transactions under a special program of the Japan Bank for International Cooperation (“JBIC”), which was implemented in response to the appreciation of the Japanese yen against other currencies. In December 2012, we borrowed an additional $500 million from major Japanese private commercial banks based on U.S. dollar-denominated credit lines to fund our acquisition transactions under the JBIC program. We are obligated to make partial repayments of the principal amount of these loans on a semiannual basis over a two-year period in the case of the Euro-denominated loan and over a three-year period in the case the U.S. dollar-denominated loan. As of December 31, 2013, we had €120 million and $333 million of loans outstanding under the program, 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.


In November 2012, we issued ¥65,000 million aggregate principal amount of domestic corporate bonds due 2017, ¥15,000 million aggregate principal amount of domestic corporate bonds due 2019, and ¥20,000 million aggregate principal amount of domestic corporate bonds due 2022. The net proceeds from the issuance of the bonds were primarily used to repay commercial paper and other short-term borrowings. In addition, in December 2013, we issued ¥50,000 million aggregate principal amount of domestic corporate bonds due 2016. The net proceeds from the issuance of the bonds were primarily used to repay short-term borrowings. These 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 ¥200,000 million 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.


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 lines of credit, and ensure agile funding for our group companies.


We expect to seek additional financing in connection with the future mergers and acquisitions, research and development activities, and facility investments. We may also consider and obtain additional financing in order to enhance our financial agility in mergers and acquisitions, research and development activities, and facility investments in the future.


We currently have a share repurchase plan pursuant to which we are authorized to repurchase the lesser of an aggregate of 2,000,000 shares of our common stock and an aggregate of ¥24,000 million between January 27, 2014 and January 26, 2015. We did not repurchase any shares under the plan between January 27, 2014 and January 31, 2014. On January 24, 2014, our previous share repurchase plan expired. Under the plan, we repurchased an aggregate of 500,000 shares for approximately ¥2,700 million between April 1, 2013 and January 24, 2014.


In October, 2013, we entered into a share exchange transaction with each of Nidec Copal Corporation and Nidec Tosok Corporation to make each a wholly owned subsidiary. Prior to the transactions, we had a 66.5% ownership interest in Nidec Copal and a 72.3% ownership interest in Nidec Tosok. In connection with the transactions, we allocated 2,428,382 shares of our common stock held in treasury to Nidec Copal shareholders and 1,312,000 shares of our common stock held in treasury to Nidec Tosok shareholders.


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We believe that these funding sources, together with our cash flow from operations and undrawn credit lines, will sufficiently meet our capital requirements for the next twelve months.



Assets, liabilities and Nidec Corporation shareholders’ equity


Our total assets increased ¥125,760 million, or 12.5%, from ¥1,005,417 million as of March 31, 2013 to ¥1,131,177 million as of December 31, 2013. The increase in total assets was primarily due to an increase in cash and cash equivalents of ¥43,194 million as described below under “Cash Flows,” and an increase in trade accounts receivable of ¥28,595 million as a result of the increase in sales and the depreciation of the Japanese yen against other currencies. The increase in total assets was also due to an increase in inventories of ¥18,035 million as a result of stronger customer demand and the depreciation of the Japanese yen against other currencies, and an increase in property, plant and equipment of ¥12,538 million primarily as a result of the depreciation of the Japanese yen against other currencies.


Our total liabilities increased ¥39,830 million, or 7.2%, from ¥551,600 million as of March 31, 2013 to ¥591,430 million as of December 31, 2013. The increase in total liabilities was due in part to an increase in long-term debt, including current portion of long-term debt, of ¥28,666 million, due to the issuance of ¥50,000 million aggregate principal amount of domestic corporate bonds in December 2013 as described above, partially offset by the early redemption of ¥4,250 million aggregate principal amount of convertible bonds due 2015, and the partial repayments on the Euro-denominated and U.S. dollar-denominated bank loans under the JBIC program. The increase in total liabilities was also due to an increase in trade notes and accounts payable of ¥25,455 million, reflecting stronger customer demand and the depreciation of the Japanese yen against other currencies. These increases in liabilities were partially offset by a decrease in short-term borrowings of ¥13,396 million primarily as a result of our repayment of yen-denominated borrowings with the proceeds from the issuance of domestic corporate bonds in December 2013.


Our working capital, which is defined as current assets less current liabilities, increased ¥177,470 million, or 130.7%, from ¥135,813 million as of March 31, 2013 to ¥313,283 million as of December 31, 2013. This increase was mainly due to a decrease in current portion of long-term debt of ¥95,469 million primarily resulting from the reclassification of the approximately ¥96,000 million aggregate principal amount of the outstanding convertible bonds due 2015 from current portion of long-term debt to long-term debt, a decrease in short-term borrowings of ¥13,396 million primarily as a result of our repayment of yen-denominated borrowings with the proceeds from the issuance of domestic corporate bonds in December 2013, and an increase in cash and cash equivalents of ¥43,194 million as described below under “Cash Flows.”


Our total Nidec Corporation shareholders’ equity increased ¥102,014 million, or 24.5%, from ¥415,653 million as of March 31, 2013 to ¥517,667 million as of December 31, 2013. This increase was primarily due to an increase in positive foreign currency translation adjustments of ¥54,712 million, which reflected the depreciation of the Japanese yen against other currencies, an increase in retained earnings of ¥31,628 million, and a decrease in treasury stock, at cost of ¥17,392 million primarily due to our share exchange transactions with some of our consolidated subsidiaries to make them wholly owned subsidiaries. As a result, the ratio of Nidec Corporation shareholders’ equity to total assets increased 4.5 percentage points from 41.3% as of March 31, 2013 to 45.8% as of December 31, 2013.


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Cash Flows


Cash Flows from Operating Activities


Net cash provided by operating activities decreased ¥853 million from ¥65,653 million for the nine months ended December 31, 2012 to ¥64,800 million for the nine months ended December 31, 2013. The decrease in net cash provided by operating activities was primarily due to the negative impact of changes in operating assets and liabilities of ¥21,547 million, which consisted of an increase in operating assets of ¥49,648 million and an increase in operating liabilities of ¥28,101 million, partially offset by the increase in consolidated net income of ¥15,866 million.

For the nine months ended December 31, 2013, we had ¥64,800 million of net cash inflows provided by operating activities primarily due to consolidated net income of ¥45,051 million. However, net cash provided by operating activities were negatively impacted by changes in operating assets and liabilities of ¥9,397 million, which consisted of an increase in operating assets of ¥24,429 million and an increase in operating liabilities of ¥15,032 million. Operating assets and operating liabilities increased primarily due to the increase in sales, reflecting stronger customer demand.

For the nine months ended December 31, 2012, we had ¥65,653 million of net cash inflows provided by operating activities due in part to consolidated net income of ¥29,185 million. In addition, net cash provided by operating activities was positively impacted by changes in operating assets and liabilities of ¥12,150 million, which consisted of a decrease in operating assets of ¥25,219 million and a decrease in operating liabilities of ¥13,069 million. The decrease in operating assets and operating liabilities was primarily due to decreased sales.


Cash Flows from Investing Activities


Net cash used in investing activities decreased ¥93,241 million from ¥127,405 million for the nine months ended December 31, 2012 to ¥34,164 million for the nine months ended December 31, 2013. The decrease in net cash used in investing activities was primarily due to a decrease in acquisitions of business, net of cash acquired, of ¥84,843 million and a decrease in additions to property, plant and equipment of ¥16,380 million.

For the nine months ended December 31, 2013, we had ¥34,164 million of net cash outflows to investing activities mainly due to additions to property, plant and equipment of ¥30,837 million. On January 1, 2014, we acquired all of the voting rights in Mitsubishi Materials C.M.I. Corporation. In December 2013, we prepaid the acquisition cost in respect of the transaction. The prepayment was recorded in “Other” for the nine months ended December 31, 2013.

For the nine months ended December 31, 2012, we had ¥127,405 million of net cash outflows to investing activities mainly due to acquisitions of business, net of cash acquired, of ¥85,485 million and additions to property, plant and equipment of ¥47,217 million.


Cash Flows from Financing Activities


Net cash used in financing activities was ¥9,470 million for the nine months ended December 31, 2013, compared to net cash provided by financing activities of ¥75,221 million for the nine months ended December 31, 2012.


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For the nine months ended December 31, 2013, we had ¥9,470 million of net cash outflows to financing activities mainly due to repayments of long-term debt of ¥25,209 million, a decrease in short-term borrowings of ¥13,887 million, and dividends paid to shareholders of Nidec Corporation of ¥11,425 million, partially offset by proceeds from issuance of corporate bonds of ¥50,000 million.

For the nine months ended December 31, 2012, we had ¥75,221 million of net cash inflows from financing activities mainly due to ¥100,000 million of proceeds from issuance of corporate bonds and ¥67,200 million of proceeds from issuance of long-term debt, partially offset by a decrease in short-term borrowings of ¥49,953 million, purchases of treasury stock of ¥26,777 million, and dividends paid to shareholders of Nidec Corporation of ¥12,125 million.


Cash and Cash Equivalents


As a result of the foregoing factors and the effect of exchange rate fluctuations on cash and cash equivalents, our total outstanding balance of cash and cash equivalents increased ¥43,194 million from ¥193,420 million as of March 31, 2013 to ¥236,614 million as of December 31, 2013. We hold our cash and cash equivalents primarily in U.S. dollars, Chinese yuan, Thai baht, Japanese yen, and Euro.


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NIDEC CORPORATION


CONSOLIDATED BALANCE SHEETS

ASSETS

(Unaudited)


 

Yen in millions

 

March 31,

2013

December 31,

2013

Current assets:

  

Cash and cash equivalents

¥193,420

¥236,614

Trade notes and accounts receivable, net of allowance

for doubtful accounts of

¥860 million on March 31, 2013 and

¥794 million on December 31, 2013

  

Notes

10,479

11,990

Accounts

148,606

177,201

Inventories:

  

Finished goods

42,599

48,481

Raw materials

30,839

36,841

Work in progress

23,526

29,205

Supplies and other

2,862

3,334

Other current assets

48,359

46,538

Total current assets

500,690

590,204

   
   

Marketable securities and other securities investments

15,900

16,741

Investments in and advances to affiliated companies

1,160

1,936

 

17,060

18,677

Property, plant and equipment:

  

Land

43,523

43,833

Buildings

159,270

170,008

Machinery and equipment

330,425

362,195

Construction in progress

21,837

19,475

 

555,055

595,511

Less - Accumulated depreciation

(277,078)

(304,996)

 

277,977

290,515

Goodwill

132,775

145,020

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

¥515 million on March 31, 2013 and

¥615 million on December 31, 2013

76,915

86,761

Total assets

¥1,005,417

¥1,131,177

   

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


26


Table of Contents


NIDEC CORPORATION


CONSOLIDATED BALANCE SHEETS

LIABILITIES AND EQUITY

(Unaudited)


 

Yen in millions

 

March 31,

2013

December 31,

2013

Current liabilities:

  

Short-term borrowings

¥32,798

¥19,402

Current portion of long-term debt

133,628

38,159

Trade notes and accounts payable

134,165

159,620

Accrued expenses

31,854

28,883

Other current liabilities

32,432

30,857

Total current liabilities

364,877

276,921

   

Long-term liabilities:

  

Long-term debt

146,271

270,406

Accrued pension and severance costs

19,235

18,707

Other long-term liabilities

21,217

25,396

Total long-term liabilities

186,723

314,509

   

Commitments and contingencies (Note 12)

  

Equity:

  

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

145,075,080 shares on March 31, 2013 and

145,075,080 shares on December 31, 2013

66,551

66,551

Additional paid-in capital

70,518

65,258

Retained earnings

322,638

354,266

Accumulated other comprehensive income (loss):

  

Foreign currency translation adjustments

12,636

67,348

Net unrealized gains and losses on securities

1,187

4,742

Net gains and losses on derivative instruments

242

161

Pension liability adjustments

(1,112)

(1,044)

   

Treasury stock, at cost:

10,393,522 shares on March 31, 2013 and

7,169,801 shares on December 31, 2013

(57,007)

(39,615)

Total Nidec Corporation shareholders’ equity

415,653

517,667

Noncontrolling interests

38,164

22,080

Total equity

453,817

539,747

Total liabilities and equity

¥1,005,417

¥1,131,177

   

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


27


Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


 

Yen in millions

 

For the nine months ended December 31

 

2012

2013

   

Net sales

¥523,210

¥646,725

Operating expenses:

  

Cost of products sold

412,914

499,676

Selling, general and administrative expenses

42,897

56,513

Research and development expenses

24,373

28,670

 

480,184

584,859

Operating income

43,026

61,866

Other income (expense):

  

Interest and dividend income

1,323

1,990

Interest expense

(488)

(1,149)

Foreign exchange (loss) gain, net

(3,926)

378

(Loss) gain on marketable securities, net

(300)

240

Other, net

(1,799)

(800)

 

(5,190)

659

Income before income taxes

37,836

62,525

Income taxes

(8,693)

(17,444)

Equity in net income (loss) of affiliated companies

42

(30)

Consolidated net income

29,185

45,051

Less: Net income attributable to noncontrolling interests

(2,092)

(1,998)

Net income attributable to Nidec Corporation

¥27,093

¥43,053

 

 

 

 

Yen

Per share data:

  

Net income attributable to Nidec Corporation

  

Basic

¥201.26

¥317.93

Diluted

187.80

297.23

Cash dividends paid

¥90.00

¥85.00

   

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



28


Table of Contents


 NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


 

Yen in millions

 

For the nine months ended December 31

 

2012

2013

   

Consolidated net income

¥29,185

¥45,051

Other comprehensive income (loss), net of tax

  

Foreign currency translation adjustments

28,146

56,020

Net unrealized gains and losses on securities

(696)

3,536

Net gains and losses on derivative instruments

93

(81)

Pension liability adjustments

(56)

61

Total

27,487

59,536

Total comprehensive income

56,672

104,587

Less: Comprehensive (income) loss attributable to noncontrolling interests

(2,488)

(3,280)

Comprehensive income attributable to Nidec Corporation

¥54,184

¥101,307

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


29


Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


 

Yen in millions

 

For the three months ended December 31

 

2012

2013

   

Net sales

¥169,670

¥217,091

Operating expenses:

  

Cost of products sold

140,974

166,661

Selling, general and administrative expenses

18,407

18,234

Research and development expenses

8,986

9,667

 

168,367

194,562

Operating income

1,303

22,529

Other income (expense):

  

Interest and dividend income

464

849

Interest expense

(217)

(348)

Foreign exchange gain, net

911

1,100

(Loss) gain on marketable securities, net

(429)

2

Other, net

(773)

(48)

 

(44)

1,555

Income from continuing operations before income taxes

1,259

24,084

Income taxes

(250)

(7,334)

Equity in net income (loss) of affiliated companies

19

(14)

Consolidated net income

1,028

16,736

Less: Net income attributable to noncontrolling interests

(134)

(786)

Net income attributable to Nidec Corporation

¥894

¥15,950

 

 

 

 

Yen

Per share data:

  

Net income attributable to Nidec Corporation

  

Basic

¥6.60

¥115.67

Diluted

6.06

108.47

Cash dividends paid

¥45.00

¥45.00

   

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


30


Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


 

Yen in millions

 

For the three months ended December 31

 

2012

2013

   

Consolidated net income

¥1,028

¥16,736

Other comprehensive income (loss), net of tax

  

Foreign currency translation adjustments

43,612

37,355

Net unrealized gains and losses on securities

1,563

2,941

Net gains and losses on derivative instruments

(17)

78

Pension liability adjustments

(59)

(19)

Total

45,099

40,355

Total comprehensive income

46,127

57,091

Less: Comprehensive (income) loss attributable to noncontrolling interests

(1,659)

(1,357)

Comprehensive income attributable to Nidec Corporation

¥44,468

¥55,734



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


31


Table of Contents


NIDEC CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


 

Yen in millions

 

For the nine months ended December 31

 

2012

2013

   

Cash flows from operating activities:

  

Consolidated net income

¥29,185

¥45,051

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

  

Depreciation and amortization

28,673

34,432

Loss (gain) on marketable securities, net

300

(240)

Gain from sales, disposal or impairment of property, plant and equipment

(13)

(46)

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

(3,862)

(63)

Deferred income taxes

(6,772)

5,651

Equity in net (income) loss of affiliated companies

(42)

30

Foreign currency adjustments

3,547

(3,279)

Changes in operating assets and liabilities:

  

Decrease (increase) in notes and accounts receivable

22,866

(15,860)

Decrease (increase) in inventories

2,353

(8,569)

(Decrease) increase in notes and accounts payable

(4,547)

12,777

(Decrease) increase in accrued income taxes

(8,522)

2,255

Other

2,487

(7,339)

Net cash provided by operating activities

65,653

64,800

   

Cash flows from investing activities:

  

Additions to property, plant and equipment

(47,217)

(30,837)

Proceeds from sales of property, plant and equipment

504

2,456

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

453

2,789

Purchases of marketable securities

(68)

(7)

Proceeds of marketable securities

167

1,042

Acquisitions of business, net of cash acquired

(85,485)

(642)

Other

4,241

(8,965)

Net cash used in investing activities

(127,405)

(34,164)

   

Cash flows from financing activities:

  

Decrease in short-term borrowings

(49,953)

(13,887)

Proceeds from issuance of long-term debt

67,200

-

Repayments of long-term debt

(934)

(25,209)

Proceeds from issuance of corporate bonds

100,000

50,000

Redemption of corporate bonds

-

(4,250)

Purchases of treasury stock

(26,777)

(2,829)

Payments for additional investments in subsidiaries

(89)

(216)

Dividends paid to shareholders of Nidec Corporation

(12,125)

(11,425)

Dividends paid to noncontrolling interests

(1,418)

(893)

Other

(683)

(761)

Net cash provided by (used in) financing activities

75,221

(9,470)

   

Effect of exchange rate changes on cash and cash equivalents

7,626

22,028

Net increase in cash and cash equivalents

21,095

43,194

Cash and cash equivalents at beginning of period

130,290

193,420

Cash and cash equivalents at end of period

¥151,385

¥236,614

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


32


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 nine months ended December 31, 2013 are not necessarily indicative of results that may be expected for the full year. The consolidated balance sheet at March 31, 2013, 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, 2013, included on Form 20-F.


Certain reclassifications in the consolidated balance sheet as of March 31, 2013, the consolidated statements of income for the nine and three months ended December 31, 2012 and consolidated statements of cash flows for the nine months ended December 31, 2012 have been made to conform to the presentation used for the nine and three months ended December 31, 2013.


Pursuant to ASC 805 “Business Combinations”, results of operations for the nine months ended December 31, 2012 have been adjusted retrospectively, as a fair value evaluations of the assets acquired and the liabilities assumed at the point of the acquisition of Nidec ASI S.p.A., Nidec Avtron Automation Corporation, and Nidec Kinetek Corporation which became our consolidated subsidiaries for the nine months ended December 31, 2012, were completed for the three months ended March 31, 2013.


Moreover, pursuant to ASC 805 “Business Combinations”, results of operations for the nine months ended December 31, 2012 and the year ended March 31, 2013 have been adjusted retrospectively, as a fair value evaluations of the assets acquired and the liabilities assumed at the point of the acquisition of SCD Co., Ltd. and Nidec Kaiyu Auto Electric (Jiangsu) Co., Ltd., which became our consolidated subsidiaries for the three months ended December 31, 2012, were completed for the six months ended September 30, 2013.


33


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


2. New accounting pronouncements:


Accounting Changes

As of April 1, 2013, NIDEC adopted FASB Accounting Standards Codification™ (ASC) 350 “Intangibles-Goodwill and Other” updated by Accounting Standards Update (ASU) No. 2012-02 “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. The adoption of this standard did not have material impact on NIDEC’s consolidated financial position, results of operations and liquidity.


As of April 1, 2013, NIDEC adopted FASB ASC 220 “Comprehensive income.” updated by ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The standard is provision for disclosure. The adoption of this standard did not have any impact on NIDEC’s consolidated financial position, results of operations and liquidity.


Recent Accounting Pronouncements to be adopted in future periods

In July 2013, the FASB issued ASU No. 2013-11, “Income taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carry forward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective for reporting periods beginning after December 15, 2013. Early adoption and retrospective application are permitted. This standard is provision for disclosure. The adoption of this standard will not have any impact on NIDEC’s consolidated financial position, results of operations and liquidity.


34


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


3. Goodwill and other intangible assets


The changes in the carrying amount of goodwill for the nine months ended December 31, 2013 are as follows:

 

Yen in millions

Balance as of April 1, 2013

 

Goodwill

¥132,775

  

Translation adjustments and Others

12,245

  

Balance as of December 31, 2013

 

Goodwill

¥145,020

  


Pursuant to ASC 805 “Business Combinations”, results of operations for the three-month period ended March 31, 2013 have been adjusted retrospectively, to reflect fair value evaluation of the assets acquired and the liabilities assumed at the acquisition date of SCD Co., Ltd. and Nidec Kaiyu Auto Electric (Jiangsu) Co., Ltd., which became our consolidated subsidiaries for the three-month period ended December 31, 2012.


Intangible assets subject to amortization are summarized as follows:


 

Yen in millions

 

December 31, 2013

  

Gross carrying amounts

 

Accumulated amortization

 

Carrying amounts

Proprietary technology

 

¥11,934

 

¥2,388

 

¥9,546

Customer relationships

 

49,326

 

9,068

 

40,258

Software

 

16,990

 

8,247

 

8,743

Other

 

6,354

 

2,727

 

3,627

Total

 

¥84,604

 

¥22,430

 

¥62,174

Total of indefinite-lived intangible assets amounted to ¥8,116 million as of December 31, 2013.


35


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


4. 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, 2013

 

Cost

Gross

unrealized

gains

Gross

unrealized

losses

Fair

value

Available-for-sale

    

Equity securities

¥7,838

¥5,814

¥3

¥13,649

Debt securities

405

11

5

411

     

Held-to-maturity

    

Japanese government debt securities

301

3

-

304

 

¥8,544

¥5,828

¥8

¥14,364

     

Securities not practicable to estimate fair value

    

Equity securities

¥1,539

   

 

 

 

 

 


 

Yen in millions

 

December 31, 2013

 

Cost

Gross

unrealized

gains

Gross

unrealized

losses

Fair

Value

Available-for-sale

    

Equity securities

¥7,557

¥7,583

¥0

¥15,140

Debt securities

-

-

-

-

     

Held-to-maturity

    

Japanese government debt securities

200

2

-

202

 

¥7,757

¥7,585

¥0

¥15,342

     

Securities not practicable to estimate fair value

    

Equity securities

¥1,401

   
     


The net unrealized gain from available-for-sale securities included as a component of accumulated other comprehensive income, net of applicable taxes, increased by ¥3,555 million during the nine months ended December 31, 2013, and increased by ¥174 million during the year ended March 31, 2013.


There were no material proceeds, gain or loss from sales or redemption of marketable securities to be disclosed during the three months ended December 31, 2013.


36


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


Proceeds from sale or redemption of marketable securities were ¥1,042 million for the nine months ended December 31, 2013. On those sales, gross realized gains were ¥236 million and gross realized losses were ¥10 million for the nine months ended December 31, 2013.


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 assessed to be other-than-temporary, the cost of the investment is written-down by the impaired amount and the amount is recognized as a realized loss for the reporting period which the assessment is made.


The following tables present 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, 2013

 

Less than 12 months

12 months or more

 

Fair value

Unrealized

Loss

Fair value

Unrealized

Loss

Equity securities

¥16

¥1

¥23

¥2

Debt securities

182

5

-

-

 

¥198

¥6

¥23

¥2


 

Yen in millions

 

December 31, 2013

 

Less than 12 months

12 months or more

 

Fair value

Unrealized

Loss

Fair value

Unrealized

Loss

Equity securities

-

-

¥1

¥0

Debt securities

-

-

-

-

 

-

-

¥1

¥0


37


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


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 debt and 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, the value of investment securities is impaired when specific factors indicate the decline in the fair value is other-than-temporary.


As of December 31, 2013 and March 31, 2013, held-to-maturity securities of ¥200 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.



5. Equity:


A summary of the changes in equity in the consolidated balance sheet for the nine months ended December 31, 2012 and 2013 was as follows:

 

Yen in millions

 

Nidec

Corporation

total

Noncontrolling

interests

Total equity

For the nine months ended December 31, 2012:

   

Balance at March 31, 2012

¥370,182

¥55,429

¥425,611

Comprehensive income (loss):

   

Net income

27,093

2,092

29,185

Other comprehensive income (loss):

   

Foreign currency translation adjustments

27,638

508

28,146

Net unrealized gains and losses on securities

(587)

(109)

(696)

Net gains and losses on derivative instruments

93

-

93

Pension liability adjustments

(53)

(3)

(56)

Total comprehensive income (loss)

54,184

2,488

56,672

Purchase of treasury stock

(26,777)

-

(26,777)

Change in ownership of Nidec Sankyo in connection with share exchange transaction

19,980

(19,980)

-

Dividends paid to shareholders of Nidec Corporation

(12,125)

-

(12,125)

Dividends paid to noncontrolling interests

-

(1,418)

(1,418)

Acquisitions of new subsidiaries

-

3,554

3,554

Capital transaction with consolidated subsidiaries and other

529

(192)

337

Balance at December 31, 2012

¥405,973

¥39,881

¥445,854

 

 

 

 


38


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

Nidec

Corporation

total

Noncontrolling

interests

Total equity

For the nine months ended December 31, 2013:

   

Balance at March 31, 2013

¥415,653

¥38,164

¥453,817

Comprehensive income (loss):

   

Net income

43,053

1,998

45,051

Other comprehensive income (loss):

   

Foreign currency translation adjustments

54,712

1,308

56,020

Net unrealized gains and losses on securities

3,555

(19)

3,536

Net gains and losses on derivative instruments

(81)

-

(81)

Pension liability adjustments

68

(7)

61

Total comprehensive income (loss)

101,307

3,280

104,587

Purchase of treasury stock

(2,829)

-

(2,829)

Change in ownership of subsidiaries in connection with share exchange transaction

16,376

(16,376)

-

Dividends paid to shareholders of Nidec Corporation

(11,425)

-

(11,425)

Dividends paid to noncontrolling interests

-

(893)

(893)

Capital transaction with consolidated subsidiaries and other

(1,415)

(2,095)

(3,510)

Balance at December 31, 2013

¥517,667

¥22,080

¥539,747

    


On October 1, 2013, NIDEC made the Nidec Copal Corporation (“NCPL”) a wholly owned subsidiary through a share exchange transaction. NIDEC allocated 2,428,382 shares of its common stock held in treasury to holders of NCPL stock in connection with the share exchange transaction. As a result of the share exchange transaction, NIDEC's equity interest in NCPL increased from 66.5% to 100.0%.


On October 1, 2013, NIDEC made the Nidec Tosok Corporation (“NTSC”) a wholly owned subsidiary through a share exchange transaction. NIDEC allocated 1,312,000 shares of its common stock held in treasury to holders of NTSC stock in connection with the share exchange transaction. As a result of the share exchange transaction, NIDEC's equity interest in NTSC increased from 72.3% to 100.0%.


39


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


6. Other Comprehensive Income (Loss):


The changes in accumulated other comprehensive income (loss) by component are as follows:


 

Yen in Millions

 

Foreign currency translation adjustments

Unrealized gains (losses) from securities

Unrealized gains

(losses)

 from derivative instruments

Pension liability adjustments

Total

For the nine months ended December 31, 2013:

     

Balance at March 31, 2013

12,636

1,187

242

(1,112)

12,953

Other comprehensive income (loss) before reclassifications

54,712

3,699

(35)

74

58,450

Amounts reclassified from accumulated other comprehensive income (loss)

-

(144)

(46)

(6)

(196)

Net change during the current period other comprehensive income (loss)

54,712

3,555

(81)

68

58,254

Balance at December 31, 2013

67,348

4,742

161

(1,044)

71,207


40


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


Reclassification out of accumulated other comprehensive income (loss) are as follows:


  

Yen in Millions

 

Amount

Reclassified from

Accumulated other

comprehensive income (loss) *1

Affected line items

 in consolidated statements of income

For the nine months ended

December 31, 2013:

  

Unrealized gains (losses) from securities

(225)

Gain from marketable securities, net

 

81

Income taxes

 

(144)

Consolidated net income

 

-

Net income attributable to noncontrolling interests

 

(144)

Net income attributable to Nidec Corporation

   

Unrealized gains (losses) from derivative instruments

(76)

Cost of products sold, Interest expense.

 

30

Income taxes

 

(46)

Consolidated net income

 

-

Net income attributable to noncontrolling interests

 

(46)

Net income attributable to Nidec Corporation

   

Pension liability adjustments

(29)

*2

 

16

Income taxes

 

(13)

Consolidated net income

 

7

Net income attributable to noncontrolling interests

 

(6)

Net income attributable to Nidec Corporation

   

Total amount reclassified, net of tax and noncontrolling interests

(196)

 


*1 Amounts in parentheses indicate gains in consolidated statements of income.

*2 This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost.


41


Table of Contents


NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


  

Yen in Millions

 

Amount

Reclassified from

Accumulated other

comprehensive income (loss) *1

Affected line items

 in consolidated statements of income

For the three months ended

December 31, 2013:

  

Unrealized gains (losses) from securities

(0)

Gain from marketable securities, net

 

0

Income taxes

 

(0)

Consolidated net income

 

-

Net income attributable to noncontrolling interests

 

(0)

Net income attributable to Nidec Corporation

   

Unrealized gains (losses) from derivative instruments

(53)

Cost of products sold, Interest expense.

 

21

Income taxes

 

(32)

Consolidated net income

 

-

Net income attributable to noncontrolling interests

 

(32)

Net income attributable to Nidec Corporation

   

Pension liability adjustments

(9)

*2

 

8

Income taxes

 

(1)

Consolidated net income

 

1

Net income attributable to noncontrolling interests

 

0

Net income attributable to Nidec Corporation

   

Total amount reclassified, net of tax and noncontrolling interests

(32)

 


*1 Amounts in parentheses indicate gains in consolidated statements of income.

*2 This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost.


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


7. Long term debts:


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

 

Yen in millions

 

March 31, 2013

December 31, 2013

Principal amount

¥100,000

¥95,750

Unamortized premium

247

164

Total

¥100,247

¥95,914


The euro 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 principal amount on September 18, 2015 (maturity date). Concerning stock acquisition rights, the conversion price per share was ¥10,626 and the number of convertible shares is 9,010,916 as of December 31, 2013.


The bonds were reclassified from Current portion of long-term debt to Long-term debt, since the unexercised early redemption right to redeem such bonds at 100% of its principal amount expired. Prior to the expiration of the early redemption right on September 20, 2013, holders of ¥4,250 million aggregate principal amount of such convertible bonds exercised their early redemption right.



8. Pension and severance plans:


The amounts of net periodic benefit cost in pension and severance plans for the nine months ended December 31, 2012 and 2013 were as follows:


 

Yen in millions

 

For the nine months ended December 31

 

2012

2013

Net periodic pension cost for defined benefit plans:

  

Service cost

¥868

¥925

Interest cost

601

685

Expected return on plan assets

(412)

(537)

Amortization of net actuarial loss

115

89

Amortization of prior service credit

(110)

(118)

Net periodic pension cost for defined benefit plans

1,062

1,044

Cost for multiemployer pension plans

138

126

Cost for defined contribution plans

¥1,365

¥1,704

   

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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 December 31, 2012 and 2013 were as follows:


 

Yen in millions

 

For the three months ended December 31

 

2012

2013

Net periodic pension cost for defined benefit plans:

  

Service cost

¥302

¥300

Interest cost

201

220

Expected return on plan assets

(139)

(180)

Amortization of net actuarial loss

39

30

Amortization of prior service credit

(37)

(39)

Net periodic pension cost for defined benefit plans

366

331

Cost for multiemployer pension plans

46

42

Cost for defined contribution plans

¥481

¥564

   

44


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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 net income attributable to Nidec Corporation per share for the nine months ended December 31, 2012 and 2013:


 

Yen in millions

Thousands

of shares

Yen

 

Net income (loss)

attributable

to Nidec

Corporation

Weighted-

average

shares

Net income attributable to

Nidec Corporation

per share

For the nine months ended December 31, 2012:

   

Basic net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥27,093

134,617

¥201.26

Effect of dilutive securities:

Zero coupon convertible bonds

(45)

9,411

 

Diluted net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥27,048

144,028

¥187.80

For the nine months ended December 31, 2013:

   

Basic net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥43,053

135,417

¥317.93

Effect of dilutive securities:

Zero coupon convertible bonds

(50)

9,263

 

Diluted net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥43,003

144,680

¥297.23

    

45


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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 attributable to

Nidec Corporation

per share

For the three months ended December 31, 2012:

   

Basic net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥894

135,533

¥6.60

Effect of dilutive securities:

Zero coupon convertible bonds

(15)

9,411

 

Diluted net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥879

144,944

¥6.06

For the three months ended December 31, 2013:

   

Basic net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥15,950

137,891

¥115.67

Effect of dilutive securities:

Zero coupon convertible bonds

(15)

9,011

 

Diluted net income attributable to

Nidec Corporation per share:

   

Net income attributable to

Nidec Corporation

¥15,935

146,902

¥108.47

    

46


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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 38.0% for the nine months ended December 31, 2012 and 2013. Reconciliation of the differences between the statutory tax rates and the estimated effective income tax rates are as follows:


 

For the nine months

ended December 31

 

2012

2013

Statutory tax rate

38.0%

38.0%

Increase (reduction) in taxes resulting from:

  

Tax benefit in foreign subsidiaries

(17.1)

(15.3)

Tax on undistributed earnings

5.6

2.8

Valuation allowance

(1.0)

0.9

Liabilities for unrecognized tax benefits

-

1.1

Other

(2.5)

0.4

Estimated effective income tax rate

23.0%

27.9%

   


The effective income tax rate increased approximately 4.9 percentage points from 23.0% for the nine months ended December 31, 2012 to 27.9% for the nine months ended December 31, 2013. This was mainly due to an increase in liabilities for unrecognized tax benefits and others, though there were several factors causing a reduction in tax rate. Other reason for the increase in tax rate was also because the tax credit was reduced for the nine months ended December 31, 2013 as compared to the nine months ended December 31, 2012. Tax benefit in foreign subsidiaries primarily related to taxable income sourced from foreign subsidiaries mainly in Thailand and the Philippines.



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 fair value or replacement cost that was approved by insurance company at some of NIDEC’s subsidiaries. As a result, NIDEC has recorded a net gain of ¥3,862 million in operating income for the nine months ended December 31, 2012.


47


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


12. Contingencies:


NIDEC has guaranteed approximately ¥61 million of bank loans for employees in connection with their housing costs at December 31, 2013. If an employee defaults on his/her loan payments, NIDEC would be liable under the guarantee. The maximum undiscounted amount of NIDEC’s obligation to make future payments in the event of defaults is approximately ¥61 million. The current carrying amount of the liabilities for NIDEC’s obligations under the guarantee is zero because it is not possible to estimate the amount of loss from employee's defaults or range of the possible loss at this time.


NIDEC is contingently liable under bid bonds, advance payment bonds, performance bonds, warranty bonds and payment bonds, totaling ¥6,400 million as of December 31, 2013, 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 past experience and current expectations, NIDEC does not anticipate any material claims.



13. Derivatives:


NIDEC manages the exposures to fluctuations in foreign exchange rate, interest rate and commodity prices through the use of derivative financial instruments which include foreign exchange forward contracts, currency option contracts, interest rate swap agreements and commodity future contracts. 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 and mitigated by the high credit rating of the counterparties.


Cash flow hedges


NIDEC uses foreign exchange forward contracts, interest rate swap agreements and commodity future contracts 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)”.


48


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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, 2013

December 31, 2013

Foreign exchange forward contracts

¥7,403

¥8,665

Interest rate swap agreements

32,205

24,563

Commodity futures

3,739

3,302

   


Derivatives not designated as hedging instruments are as follows:

 

Yen in millions

 

March 31, 2013

December 31, 2013

Foreign exchange forward contracts

¥149

¥547

Currency option contracts

231

231

   


Fair values of derivative instruments

Derivatives designated as cash flow hedge are as follows:

  

Asset Derivatives

 

Balance sheet location

Yen in millions

  

March 31,

2013

December 31,

2013

Foreign exchange forward contracts

Other current assets

¥659

¥264

Commodity futures

Other current assets

-

74

    


  

Liability Derivatives

 

Balance sheet location

Yen in millions

  

March 31,

2013

December 31,

2013

Foreign exchange forward contracts

Other current liabilities

¥22

¥-

Interest rate swap agreements

Other current liabilities

20

34

Commodity futures

Other current liabilities

181

0

    


Derivatives not designated as hedging instruments are as follows:

  

Asset Derivatives

 

Balance sheet location

Yen in millions

  

March 31,

2013

December 31,

2013

Foreign exchange forward contracts

Other current assets

¥16

¥15

Currency option contracts

Other current assets

10

35

    

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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


The effect of derivative instruments on the consolidated statements of income for the nine months ended December 31, 2012 and 2013

Derivatives designated as cash flow hedge are as follows:


Gains (losses) recognized in accumulated other comprehensive income

 


Yen in millions

 

For the nine months ended

December 31

 

2012

2013

Foreign exchange forward contracts

¥101

¥(234)

Interest rate swap agreements

(12)

(5)

Commodity futures

4

158

   


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

 

Statement of income location


Yen in millions

  

For the nine months ended

December 31

  

2012

2013

Foreign exchange forward contracts

Cost of sales

¥11

¥211

Interest rate swap agreements

Interest expense

1

(5)

Commodity futures

Cost of sales

(155)

(160)

    


The amount of hedge ineffectiveness and net gains (losses) excluded from the assessment of hedge effectiveness was not material for the nine months ended December 31, 2013.


A net gain of ¥148 million in accumulated other comprehensive income at December 31, 2013 is expected to be reclassified into earnings within the next 12 months.


As of December 31, 2013, the maximum length of time over which NIDEC hedged its exposure to variability in future cash flows for forecasted transactions was approximately 24 months.


50


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


Derivatives not designated as hedging instruments are as follows:


Gains (losses) recognized in income

 

Statement of income location


Yen in millions

  

For the nine months ended

December 31

  

2012

2013

Foreign exchange forward contracts

Foreign exchange gain (loss), net

¥18

¥26

Currency option contracts

Foreign exchange gain (loss), net

30

21

    



The effect of derivative instruments on the consolidated statements of income for the three months ended December 31, 2012 and 2013

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

December 31

 

2012

2013

Foreign exchange forward contracts

¥28

¥(0)

Interest rate swap agreements

(3)

(6)

Commodity futures

(42)

84

   


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

 

Statement of income location


Yen in millions

  

For the three months ended

December 31

  

2012

2013

Foreign exchange forward contracts

Cost of sales

¥41

¥56

Interest rate swap agreements

Interest expense

0

1

Commodity futures

Cost of sales

(20)

(25)

    


The amount of hedge ineffectiveness and net gains (losses) excluded from the assessment of hedge effectiveness was not material for the three months ended December 31, 2013.


51


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


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

December 31

  

2012

2013

Foreign exchange forward contracts

Foreign exchange gain (loss), net

¥10

¥9

Currency option contracts

Foreign exchange gain (loss), net

21

10

    



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.


52


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


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, 2013

Fair Value Measurements

Using Inputs Considered as

  

Level 1

Level 2

Level 3

Assets:

    

Marketable securities

¥14,060

¥13,649

¥411

-

Derivatives

685

-

685

-

Total assets:

¥14,745

¥13,649

¥1,096

-

Liabilities:

    

Derivatives

¥223

¥181

¥42

-


 

Yen in millions

 

Fair Value at

Fair Value Measurements

Using Inputs Considered as

 

December 31, 2013

Level 1

Level 2

Level 3

Assets:

    

Marketable securities

¥15,140

¥15,140

-

-

Derivatives

388

74

314

-

Total assets:

¥15,528

¥15,214

¥314

-

Liabilities:

    

Derivatives

¥34

¥0

¥34

-


Level 1 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 securities are valued using non-active market prices for identical assets.


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.


53


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


Fair value of financial instruments:


The carrying amount and estimated fair value of NIDEC’s financial instruments, excluding those disclosed elsewhere, are summarized as follows:


 

Yen in millions

 

March 31, 2013

 

Carrying

amount

Estimated

fair value

Asset (Liability):

  

Cash and cash equivalents

¥193,420

¥193,420

Short-term investments

1,552

1,552

Short-term loan receivable

132

132

Long-term loan receivable

89

91

Short-term borrowings

(32,798)

(32,798)

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

(73,925)

(73,907)

Bonds including the current portion

¥(200,347)

¥(200,850 )

   


 

Yen in millions

 

December 31, 2013

 

Carrying

amount

Estimated

fair value

Asset (Liability):

  

Cash and cash equivalents

¥236,614

¥236,614

Short-term investments

1,772

1,772

Short-term loan receivable

149

149

Long-term loan receivable

48

48

Short-term borrowings

(19,402)      

(19,402)

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

(57,364)

(57,343)

Bonds including the current portion

¥(246,014)

¥(259,471)


The following are explanatory notes relating to the financial instruments.


Cash and cash equivalents, short-term investments, short-term loans receivable and short-term borrowings: In the normal course of business, substantially all cash and cash equivalents, short-term investments (time deposits), short-term loans receivable and short-term borrowings 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.


54


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


Long-term debt: NIDEC’s long-term debt instruments are classified as Level 2 instruments. The fair value of long-term bank loans (including the current portion and excluding the capital lease obligation and bonds) was estimated based on the discounted amounts of future cash flows using NIDEC’s current incremental borrowing rates for similar liabilities.


Bonds: NIDEC’s bonds instruments are classified as Level 2 instruments. The fair value of bonds issued by NIDEC was estimated based on their market price that are not active other than quoted prices.


Carrying amounts of “Trade notes and accounts receivable” and “Trade notes and accounts payable” approximate fair value because of the short maturity of these instruments. The table described above excludes these financial instruments.



15. Segment data:


(1) Enterprise-wide information


The following table provides net sales by product category for the nine months ended December 31, 2012 and 2013:

 

Yen in millions

 

For the nine months ended December 31

 

2012

2013

Net sales:

  

Small precision motors:

  

Hard disk drives spindle motors

¥125,540

¥139,253

Other small precision motors

117,425

133,971

Sub-total

242,965

273,224

Automotive, appliance, commercial and industrial products

174,238


247,074

Machinery

46,499

63,421

Electronic and optical components

53,484

57,226

Others

6,024

5,780

Consolidated total

¥523,210

¥646,725

   

55


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


The following table provides net sales by product category for the three months ended December 31, 2012 and 2013:

 

Yen in millions

 

For the three months ended December 31

 

2012

2013

Net sales:

  

Small precision motors:

  

Hard disk drives spindle motors

¥36,935

¥46,826

Other small precision motors

37,578

45,943

Sub-total

74,513

92,769

Automotive, household, commercial and industrial products

61,605

83,026

Machinery

15,233

19,704

Electronic and optical components

16,057

19,797

Others

2,262

1,795

Consolidated total

¥169,670

¥217,091

   



(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.


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


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 products.


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, 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, 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 home appliance, commercial and industrial products. This segment also includes Nidec ASI, Nidec Avtron and Nidec Kinetek, which were consolidated in the year ended March 31, 2013.


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 immaterialities.


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


NIDEC evaluates performance based on segment income or 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.



The following tables show net sales to external customers and other financial information by operating segment for the nine months ended December 31, 2012 and 2013, respectively:


Business segment

 

Yen in millions

 

For the nine months ended December 31

 

2012

2013

Net sales to external customers:

  

Nidec Corporation

¥17,922

¥20,596

Nidec Electronics (Thailand)

47,335

51,492

Nidec (Zhejiang)

16,785

14,864

Nidec (Dalian)

2,869

1,523

Nidec Singapore

37,535

42,169

Nidec (H.K.)

39,243

52,187

Nidec Philippines

11,579

14,432

Nidec Sankyo

54,967

70,585

Nidec Copal

39,316

37,732

Nidec Tosok

23,793

26,285

Nidec Copal Electronics

20,003

23,787

Nidec Techno Motor

28,162

35,137

Nidec Motor

80,671

128,537

Nidec Motors & Actuators

31,443

46,215

All Others

71,106

80,155

Total

522,729

645,696

Adjustments*1

481

1,029

Consolidated total

¥523,210

¥646,725

   


*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.

 


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


Business segment

 

Yen in millions

 

For the three months ended December 31

 

2012

2013

Net sales to external customers:

  

Nidec Corporation

¥5,597

¥7,072

Nidec Electronics (Thailand)

13,489

16,343

Nidec (Zhejiang)

4,713

4,137

Nidec (Dalian)

740

522

Nidec Singapore

11,761

14,637

Nidec (H.K.)

11,062

18,984

Nidec Philippines

3,625

5,151

Nidec Sankyo

18,659

23,865

Nidec Copal

10,386

12,880

Nidec Tosok

7,131

10,557

Nidec Copal Electronics

6,367

8,187

Nidec Techno Motor

8,913

11,442

Nidec Motor

31,627

41,912

Nidec Motors & Actuators

10,476

15,572

All Others

24,527

25,425

Total

169,073

216,686

Adjustments*1

597

405

Consolidated total

¥169,670

¥217,091

   


*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.


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

For the nine months ended December 31

 

2012

2013

Net sales to other operating segments:

  

Nidec Corporation

¥80,863

¥101,214

Nidec Electronics (Thailand)

26,683

32,734

Nidec (Zhejiang)

2,192

3,629

Nidec (Dalian)

9,024

8,146

Nidec Singapore

527

591

Nidec (H.K.)

1,487

988

Nidec Philippines

19,527

22,319

Nidec Sankyo

249

228

Nidec Copal

1,638

1,697

Nidec Tosok

141

135

Nidec Copal Electronics

14

6

Nidec Techno Motor

2,395

2,971

Nidec Motor

100

55

Nidec Motors & Actuators

10,947

15,011

All Others

42,122

54,320

Total

197,909

244,044

Intersegment elimination

¥(197,909)

¥(244,044)

Consolidated total

-

-

   

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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

For the three months ended December 31

 

2012

2013

Net sales to other operating segments:

  

Nidec Corporation

¥23,168

¥35,057

Nidec Electronics (Thailand)

6,989

11,825

Nidec (Zhejiang)

706

1,501

Nidec (Dalian)

2,020

2,957

Nidec Singapore

171

191

Nidec (H.K.)

245

328

Nidec Philippines

5,917

7,722

Nidec Sankyo

73

105

Nidec Copal

485

550

Nidec Tosok

44

43

Nidec Copal Electronics

5

2

Nidec Techno Motor

934

1,044

Nidec Motor

29

27

Nidec Motors & Actuators

1,265

4,407

All Others

13,359

19,229

Total

55,410

84,988

Intersegment elimination

¥(55,410)

¥(84,988)

Consolidated total

-

-

   

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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

For the nine months ended December 31

 

2012

2013

Operating income or loss:

  

Nidec Corporation

¥(2,186)

¥828

Nidec Electronics (Thailand)

11,433

10,238

Nidec (Zhejiang)

38

338

Nidec (Dalian)

379

338

Nidec Singapore

511

597

Nidec (H.K.)

121

366

Nidec Philippines

4,648

5,603

Nidec Sankyo

3,889

6,864

Nidec Copal

(156)

(277)

Nidec Tosok

1,546

2,014

Nidec Copal Electronics

2,766

4,114

Nidec Techno Motor

3,120

4,208

Nidec Motor

1,510

6,294

Nidec Motors & Actuators

3,012

3,998

All Others

10,044

14,351

Total

40,675

59,874

Consolidation adjustments mainly related to elimination of intersegment profits


1,664


959

Reclassification *1

1,214

1,458

U.S. GAAP adjustments and Others *2

(527)

(425)

Consolidated total

¥43,026

¥61,866

   

*1 Some items are reclassified from other expenses (income) and included in operating expenses (income). Main reclassification is income or loss from sales or disposals of fixed assets for the nine months ended December 31, 2012 and 2013.

*2 Others is mainly from the amortization of identifiable intangible assets related to business combinations for the nine months ended December 31, 2012 and 2013.


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


 

Yen in millions

 

For the three months ended December 31

 

2012

2013

Operating income or loss:

  

Nidec Corporation

¥(3,184)

¥716

Nidec Electronics (Thailand)

1,281

3,757

Nidec (Zhejiang)

(263)

(113)

Nidec (Dalian)

(211)

182

Nidec Singapore

133

264

Nidec (H.K.)

32

178

Nidec Philippines

808

1,980

Nidec Sankyo

610

2,554

Nidec Copal

(2,419)

284

Nidec Tosok

607

1,155

Nidec Copal Electronics

857

1,523

Nidec Techno Motor

922

1,480

Nidec Motor

(69)

1,906

Nidec Motors & Actuators

621

924

All Others

2,120

5,183

Total

1,845

21,973

Consolidation adjustments mainly related to elimination of intersegment profits


584


291

Reclassification *1

(1,099)

533

U.S. GAAP adjustments and Others *2

(27)

(268)

Consolidated total

¥1,303

¥22,529

   

*1 Some items are reclassified from other expenses (income) and included in operating expenses (income). Main reclassification is income or loss from sales or disposals of fixed assets for the three months ended December 31, 2012 and 2013.

*2 Others is mainly from the amortization of identifiable intangible assets related to business combinations for the three months ended December 31, 2012 and 2013.


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NIDEC CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


16. Subsequent events


Completion of Acquisition of Mitsubishi Materials C.M.I. Corporation-

On January 1, 2014, NIDEC acquired all of the voting rights in Mitsubishi Materials C.M.I. Corporation (“CMI”.)

1) Purpose of transaction

The acquisition of CMI is intended to strengthen NIDEC’s automotive product business and NIDEC aimed to enhance its product portfolio.

2) Funds for transaction

Own funds

3) Other

In December 2013, we prepaid the acquisition cost. The prepayment was recognized as “Other” of “Cash flows from investing activities” in “Consolidated Statements of Cash Flows”


Own share repurchase-

On January 22, 2014, the Company's Board of Directors resolved to repurchase its own shares, pursuant to Article 459, Paragraph 1, Item 1 of the Company Law of Japan.


This resolution is a part of efforts to ensure agile capital management highly responsive to the changing business environment. The details of the share repurchase are as follows:


1. Class of shares:

Common stock

2. Total number of shares to be repurchased:

Up to 2,000,000 shares

(1.45% of total number of shares issued excluding treasury stock)

3. Total repurchase amount:

Up to 24 billion yen

4. Period of repurchase:

From January 27, 2014 to January 26, 2015


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