Form 6-K
Table of Contents

 

 

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

For the Month of August 2010

Commission File Number: 1-6784

Panasonic Corporation

Kadoma, Osaka, Japan

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

Form 20-F  x    Form 40-F  ¨

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

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

 

 

 


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This Form 6-K consists of:

 

  1. Quarterly report for the three months ended June 30, 2010, filed on August  6, 2010 with the Japanese government pursuant to the Financial Instruments and Exchange Law of Japan. (English translation)

 

  2. News release issued on August  20, 2010, by the registrant, announcing the additional information regarding “Commencement of Tender Offer for Shares of Common Stock of Panasonic Electric Works”.

 

  3. News release issued on August  20, 2010, by the registrant, announcing the additional information regarding “Commencement of Tender Offer for Shares of Common Stock of SANYO”.

 

  4. News release issued on August 20, 2010, by the registrant, announcing to strengthen PDP production in China


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SIGNATURE

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

 

Panasonic Corporation
By:  

/s/ MASAHITO YAMAMURA

  Masahito Yamamura, Attorney-in-Fact
  General Manager of Investor Relations
  Panasonic Corporation

Dated: August 23, 2010


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[English summary with full translation of consolidated financial information]

 

 

 

 

 

 

Quarterly Report filed with the Japanese government

pursuant to the Financial Instruments and Exchange

Law of Japan

 

 

 

 

For the three months ended

June 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

Panasonic Corporation

Osaka, Japan


Table of Contents

CONTENTS

 

          Page
Disclaimer Regarding Forward-Looking Statements    1

I

   Corporate Information    2
   (1)     Consolidated Financial Summary    2
   (2)     Principal Businesses    3
   (3)     Changes in Affiliated Companies    4
   (4)     Number of Employees    4
II    The Business    5
   (1)     Operating Results    5
   (2)     Operating Results by Segment    6
   (3)     Assets, Liabilities and Equity    7
   (4)     Cash Flows    7
   (5)     Research and Development    8
   (6)     Risk Factors    8
  

(7)     Others

   9
III    Property, Plant and Equipment    10
   (1)     Major Property, Plant and Equipment    10
   (2)     Plan of the Purchase and Retirement of Major Property, Plant and Equipment    10
IV    Shares and Shareholders    11
   (1)     Shares of Common Stock Issued    11
   (2)     Amount of Common Stock (Stated Capital)    11
   (3)     Stock Price    11
V    Financial Statements    12


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Disclaimer Regarding Forward-Looking Statements

 

This quarterly report includes forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934) about Panasonic and its Group companies (the Panasonic Group). To the extent that statements in this quarterly report do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Panasonic Group in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Panasonic Group’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Panasonic undertakes no obligation to publicly update any forward-looking statements after the date of this quarterly report. Investors are advised to consult any further disclosures by Panasonic in its subsequent filings with the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Exchange Act of 1934 and its other filings.

 

The risks, uncertainties and other factors referred to above include, but are not limited to, economic conditions, particularly consumer spending and corporate capital expenditures in the United States, Europe, Japan, China and other Asian countries; volatility in demand for electronic equipment and components from business and industrial customers, as well as consumers in many product and geographical markets; currency rate fluctuations, notably between the yen, the U.S. dollar, the euro, the Chinese yuan, Asian currencies and other currencies in which the Panasonic Group operates businesses, or in which assets and liabilities of the Panasonic Group are denominated; the possibility of the Panasonic Group incurring additional costs of raising funds, because of changes in the fund raising environment; the ability of the Panasonic Group to respond to rapid technological changes and changing consumer preferences with timely and cost-effective introductions of new products in markets that are highly competitive in terms of both price and technology; the possibility of not achieving expected results on the alliances or mergers and acquisitions including the acquisition of all shares of Panasonic Electric Works Co., Ltd. and SANYO Electric Co., Ltd. through tender offers and share exchanges; the ability of the Panasonic Group to achieve its business objectives through joint ventures and other collaborative agreements with other companies; the ability of the Panasonic Group to maintain competitive strength in many product and geographical areas; the possibility of incurring expenses resulting from any defects in products or services of the Panasonic Group; the possibility that the Panasonic Group may face intellectual property infringement claims by third parties; current and potential, direct and indirect restrictions imposed by other countries over trade, manufacturing, labor and operations; fluctuations in market prices of securities and other assets in which the Panasonic Group has holdings or changes in valuation of long-lived assets, including property, plant and equipment and goodwill, deferred tax assets and uncertain tax positions; future changes or revisions to accounting policies or accounting rules; as well as natural disasters including earthquakes, prevalence of infectious diseases throughout the world and other events that may negatively impact business activities of the Panasonic Group. The factors listed above are not all-inclusive and further information is contained in Panasonic’s latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange Commission.

 

 

 

 

 

Note: Certain information previously filed with the SEC in other reports is not included in this English translation.


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I Corporate Information

 

(1) Consolidated Financial Summary

 

     Yen (millions), except per share amounts  
     Three months
ended

June 30,
2010
    Three months
ended

June 30,
2009
    Year
ended
   March  31,   
2010
 

Net sales

   2,161,126      1,595,458      7,417,980   

Income (loss) before income taxes

   84,330      (51,765   (29,315

Net income (loss)

   47,738      (61,356   (170,667

Net income (loss) attributable to Panasonic Corporation

   43,678      (52,977   (103,465

Total Panasonic Corporation shareholders’ equity

   2,650,733      2,746,253      2,792,488   

Total equity

   3,545,942      3,158,547      3,679,773   

Total assets

   8,351,031      6,610,242      8,358,057   

Panasonic Corporation shareholders’ equity per share of common stock (yen)

   1,280.34      1,326.29      1,348.63   

Net income (loss) per share attributable to Panasonic Corporation common shareholders, basic (yen)

   21.10      (25.58   (49.97

Net income (loss) per share attributable to Panasonic Corporation common shareholders, diluted (yen)

   —        —        —     

Panasonic Corporation shareholders’ equity / total assets (%)

   31.7      41.5      33.4   

Net cash provided by operating activities

   144,884      70,016      522,333   

Net cash provided by (used in) investing activities

   19,387      (83,287   (323,659

Net cash provided by (used in) financing activities

   (69,499   81,424      (56,973

Cash and cash equivalents at end of period

   1,169,237      1,041,126      1,109,912   

Total employees (persons)

   384,816      288,933      384,586   

 

Notes:    1.    The Company’s consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP).
   2.    SANYO Electric Co., Ltd. (SANYO) and its subsidiaries became the Company’s consolidated subsidiaries in December 2009. As a result, total assets increased by 2,046,130 million yen, after deducting the Company’s investment in SANYO from the total assets acquired on acquisition date. The operating results of SANYO and its subsidiaries after January 2010 are included in the Company’s consolidated financial statements.
   3.    Diluted net income (loss) per share attributable to Panasonic Corporation common shareholders has been omitted because the Company did not have potential common shares that were outstanding for the period.


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(2) Principal Businesses

 

The Panasonic Group is comprised primarily of the parent Panasonic Corporation and 671 consolidated subsidiaries in and outside of Japan, operating in close cooperation with each other. As a comprehensive electronics manufacturer, Panasonic is engaged in production, sales and service activities in a broad array of business areas.

 

The Company strengthens the unity of all employees throughout the group and ultimately enhances the value of the “Panasonic” brand globally. The Company will continue its tireless efforts to generate ideas that brighten the lives of people everywhere in order to contribute to a better future both for the Earth and for the further development of society.

 

The Company’s business segment classifications consist of six segments, namely, “Digital AVC Networks,” “Home Appliances,” “PEW and PanaHome,” “Components and Devices,” “SANYO,” and “Other.” “Digital AVC Networks” includes video and audio equipment, and information and communications equipment. “Home Appliances” includes household equipment. “PEW and PanaHome” includes electrical supplies, home appliances, building materials and equipment, and housing business. “Components and Devices” includes general electronic components, semiconductors, electric motors and batteries. “SANYO” includes solar cells, lithium-ion batteries, and optical pickups. “Other” includes FA equipment and other industrial equipment. The Company restructured the motor business on April 1, 2010. Accordingly, the motor business transferred to “Home Appliances” from “Component and Devices.”

 

For production, Panasonic adopts a management system that takes charge of each product in the Company or its affiliates. In recent years, the Company has been enhancing production capacity at its overseas affiliates to further develop global business. Meanwhile, in Japan, Panasonic’s products are sold through sales channels at its domestic locations, each established according to products or customers. The Company also sells directly to large-scale consumers, such as the government and corporations.

 

For exports, sales are handled mainly through sales subsidiaries and agents located in their respective countries.

 

Certain products produced at domestic affiliates are purchased by the Company and sold through the same sales channels as products produced by the Company itself. Additionally, products produced at overseas affiliates are sold mainly through sales subsidiaries in respective countries.

 

Meanwhile, most import operations are carried out internally, and the Company aims to expand them to promote international economic cooperation.

 

Certain PEW, PanaHome and SANYO products are sold on a proprietary basis in Japan and overseas.

 

During the three months ended June 30, 2010, there were no major changes in principal businesses and affiliated companies.


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(3) Changes in Affiliated Companies

 

During the three months ended June 30, 2010, there were no major changes in affiliated companies.

 

Hitachi Displays, Ltd. (“Hitachi Displays”) conducted a corporate split on June 30, 2010 to establish IPS Alpha Support Co., Ltd (“IPS Alpha Support”). IPS Alpha Support assumed Hitachi Displays’ entire shareholding of 50.02% shares of IPS Alpha Technology, Ltd. (“IPS Alpha”), the Company’s subsidiary. Also, Hitachi Displays transferred a majority of shares of IPS Alpha Support to the Company. As a result of these transactions, adding to its existing shareholding of 44.98%, Panasonic has 95% of the voting rights in IPS Alpha. There were no major changes in affiliated companies as a result of this transaction as IPS Alpha has been a Company’s subsidiary according to the provisions of Accounting Standards Codification (ASC) 810, “Consolidation.”

 

On July 30, 2010, SANYO transferred its entire shareholding of SANYO Electric Logistics Co., Ltd. to LS Holding Co., Ltd.

 

(4) Number of Employees (as of June 30, 2010)

 

1. Consolidated:

   384,816 persons   

2. Parent-alone:

   42,167 persons   


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II The Business

 

(1) Operating Results

 

During the first quarter under review, the global economic recovery continued led by China and Asian countries, despite credit uncertainties in Europe. In this business condition, Panasonic launched a new midterm management plan called “Green Transformation 2012 (GT12)” in the beginning of fiscal 2011.

 

Consolidated group sales for the first quarter increased 35% to 2,161,126 million yen, from the first quarter of fiscal 2010 (a year ago), growing sales in all segments.

 

Regarding earnings, operating profit* for the first quarter was 83,838 million yen, compared with a loss of 20,183 million yen a year ago. This result was due mainly to strong sales, streamlining of material cost and fixed cost reduction, offsetting severe price competition, appreciation of yen and rising prices of raw materials. Pre-tax income for the first quarter was 84,330 million yen, compared with a loss of 51,765 million yen a year ago. Accordingly, net income for the first quarter was 47,738 million yen, compared with a loss of 61,356 million yen a year ago, and net income attributable to Panasonic Corporation was 43,678 million yen, compared with a loss of 52,977 million yen a year ago.

 

*   In order to be consistent with generally accepted financial reporting practices in Japan, operating profit, a non-GAAP measure, is presented as net sales less cost of sales and selling, general and administrative expenses. The Company believes that this is useful to investors in comparing the Company’s financial results with those of other Japanese companies.


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(2) Operating Results by Segment

 

The following information shows the operating results by business segment for the first quarter. The Company restructured the motor business on April 1, 2010. Accordingly, segment information for Home Appliances and, Component and Devices in the fiscal 2010 first quarter are reclassified to conform to the presentation for fiscal 2011.

 

Digital AVC Networks

 

Sales in this segment amounted to 831,722 million yen, an increase of 8% compared with a year ago. Despite sales decline of mobile phones, this was due primarily to strong sales of flat-panel TVs, Blu-ray Disc recorders and automotive electronics. Operating profit significantly improved to 27,851 million yen from operating loss of 13,602 million yen a year ago. This was due mainly to sales increase and comprehensive streamlining efforts.

 

Home Appliances

 

Sales in this segment amounted to 322,781 million yen, an increase of 5% compared with a year ago, due mainly to favorable sales in air conditioners, compressors and microwave ovens. Operating profit amounted to 32,259 million yen, an increase of 73% compared a year ago, due mainly to favorable sales and comprehensive streamlining efforts.

 

PEW and PanaHome

 

Sales in this segment amounted to 391,258 million yen, an increase of 9% compared with a year ago. Regarding Panasonic Electric Works Co., Ltd. (PEW) and its subsidiaries, sales increased mainly in devices such as electrical construction materials and automation controls. For PanaHome Corporation and its subsidiaries, the recovery in Japanese housing market conditions and sales promotion of detached housing led overall sales increased. Operating profit amounted to 8,348 million yen, increased from an operating loss of 7,805 million yen a year ago, due mainly to improvement in sales.

 

Components and Devices

 

Sales in this segment amounted to 236,265 million yen, an increase of 11% compared with a year ago. Strong sales of general electronic components, semiconductors and batteries contributed to this double-digit growth. Operating profit improved significantly to 11,847 million yen from an operating loss of 9,744 million yen a year ago. This was due mainly to sales improvement and fixed cost reduction.

 

SANYO

 

Sales in this segment totaled 412,984 million yen. Sales of solar cells, car-related equipments such as car navigation systems, and optical pickups were strong with economic stimulus programs in several countries and continuing demand expansion for PCs. Operating profit resulted in 5,009 million yen, even after incurring the expenses such as amortization of intangible assets recorded at acquisition.

 

Other

 

Sales in this segment totaled 275,427 million yen, up 35% compared with a year ago, due mainly to significantly strong sales in factory automation equipment. Operating profit also improved significantly to 12,750 million yen, compared with an operating loss of 884 million yen a year ago.


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(3) Assets, Liabilities and Equity

 

The Company’s consolidated total assets as of June 30, 2010 decreased by 7,026 million yen to 8,351,031 million yen, compared with 8,358,057 million yen at the end of the fiscal 2010. This was due mainly to decrease of 89,169 million yen in investment and advances by decline of market value in investments, despite an increase of 62,216 million yen in inventories experiencing seasonality.

 

With regard to liabilities, total liabilities amounted to 4,805,089 million yen, an increase of 126,805 million yen compared with the end of fiscal 2010. This was due mainly to the issuance of short-term bonds.

 

Panasonic Corporation shareholders’ equity decreased by 141,755 million yen, compared with the end of fiscal 2010, to 2,650,733 million yen. This result was due primarily to deterioration in accumulated other comprehensive income (loss) influenced by appreciation of yen and decline of market value in investments, and decrease in capital surplus influenced by the acquisition of noncontrolling interests of the Company’s subsidiaries. Noncontrolling interests increased by 7,924 million yen to 895,209 million yen, due primarily to the additional acquisition, despite yen appreciation.

 

(4) Cash Flows

 

Cash flows from operating activities

 

Net cash provided by operating activities in the fiscal 2010 first quarter totaled 144,884 million yen, an increase of 74,868 million yen from a year ago. This was due primarily to an increase of quarterly net income improved from net loss a year ago, despite an increase in inventories.

 

Cash flows from investing activities

 

Net cash provided by investing activities in the fiscal 2010 first quarter amounted to 19,387 million yen, compared with cash outflow of 83,287 million yen a year ago. This was due primarily to increase of proceeds from disposition of investments and advances, and proceeds from disposals of tangible fixed assets.

 

Cash flows from financing activities

 

Net cash used in financing activities in the fiscal 2010 first quarter amounted to 69,499 million yen, compared with cash inflow of 81,424 million yen a year ago. This was due mainly to a decrease of proceeds by issuing short-term bonds and expenditures on purchasing noncontrolling interests of the Company’s subsidiaries.

 

All these activities associated with the effect of exchange rate fluctuations, resulted in cash and cash equivalents of 1,169,237 million yen as of June 30, 2010, up 59,325 million yen, compared with the end of the last fiscal year (March 31, 2010).


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(5) Research and Development

 

Panasonic’s R&D expenditures for the first quarter of fiscal 2010 totaled 133,688 million yen. There were no significant changes in R&D activities for the period.

 

(6) Risk Factors

 

There were no risks newly identified during the three months ended June 30, 2010. However, there were significant changes with regard to the “Risk Factors” stated in the annual report of the prior fiscal year as follows.

 

Alliances with, and strategic investments in, third parties, and mergers and acquisitions undertaken by Panasonic, may not produce positive or expected results

 

Panasonic develops its businesses by forming alliances or joint ventures with, and making strategic investments in, other companies, including investments in start-up companies. Furthermore, the strategic importance of partnering with third parties is increasing. In some cases, such partnerships are crucial to Panasonic’s goal of introducing new products and services, but Panasonic may not be able to successfully collaborate or achieve expected synergies with its partners. Furthermore, Panasonic does not control these partners, who may make decisions regarding their business undertakings with Panasonic that may be contrary to Panasonic’s interests. In addition, if these partners change their business strategies, Panasonic may fail to maintain these partnerships. Panasonic, Panasonic Electric Works (“PEW”) and SANYO Electric Co., Ltd. (“SANYO”) resolved, at their respective meetings of the Boards of Directors held on July 29, 2010, to pursue a plan of Panasonic’s acquisition of all shares of PEW and SANYO in order to make them wholly-owned subsidiaries of Panasonic (the “Acquisitions”) by around April 2011 by way of tender offers and, thereafter, share exchanges. Panasonic resolved, at its above-mentioned Board of Directors meeting, to commence the tender offers for the shares of PEW and SANYO at a purchase price of 1,110 yen per share of PEW common stock and 138 yen per share of SANYO common stock during a tender offer period from August 23, 2010 through October 6, 2010. In the event that Panasonic does not acquire all of the PEW and SANYO shares anticipated to be purchased through the tender offers, Panasonic is thereafter anticipated to implement share exchanges in order to complete the Acquisitions by around April 2011. However, Panasonic may not be able to promptly complete the Acquisitions or realize the business reorganization which is scheduled thereafter. Furthermore, even if Panasonic completes the Acquisitions, Panasonic may fail to sufficiently achieve the expected results of the Acquisitions, such as promotion of rapid decision-making and maximization of group synergies.

 

Note:   The forward-looking statements in the above information are based on our belief as of the filing date of this quarterly report.


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(7) Others

 

1. Shelf registration in Japan for future equity offerings

 

On July 29, 2010, the Company’s Board of Directors resolved to file a Shelf Registration Statement in Japan for offerings of its shares of common stock, the number of which is expected to be principally in the range of its own shares to be disposed of.

 

Type of securities to be offered: Common stock of Panasonic Corporation

Planned issuance period: Within one year commencing from the effective date of the Shelf Registration Statement (from August 12, 2010 until August 11, 2011)

Offering method: Public offering in Japan*

Planned amount of issuance: Up to JPY 500 billion

Use of proceeds: To repay short-term interest-bearing debt

 

*   The number of shares to be offered is expected to be principally in the range of its own shares to be disposed of.

 

Pursuant to this resolution, the Company filed the Shelf Registration Statement in Japan on July 29, 2010.

 

2. An increase in the maximum amount of short-term bonds

 

On July 29, 2010, the Company’s Board of Directors resolved to increase the maximum amount of outstanding short-term bonds issued and to be issued by the Company from 300 billion yen to 500 billion yen, and the total maximum amount of outstanding short-term notes issued and to be issued by certain overseas consolidated subsidiaries from 2 billion U.S. dollars to 4 billion U.S. dollars, in order to flexibly meet its short-term financial requirements.


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III Property, Plant and Equipment

 

(1) Major Property, Plant and Equipment

 

During the three months ended June 30, 2010, there were no significant changes in major property, plant and equipment.

 

(2) Plan of the Purchase and Retirement of Major Property, Plant and Equipment

 

During the three months ended June 30, 2010, there were no significant changes in plan of the purchase and retirement of major property, plant and equipment from the last fiscal year. During the three months ended June 30, 2010, the Company does not have any current plans to purchase, expand, refurbish, retire and dispose major property, plant and equipment.

 

During the three months ended June 30, 2010, the Company invested a total of 98,650 million yen in property, plant and equipment, with an emphasis on production facilities in such priority business areas as flat-panel TVs and batteries. The breakdown of capital investment by business segment is as follows:

 

              Business Segment        

   Yen
(millions)
    

Digital AVC Networks

   45,899   

Home Appliances

   5,525   

PEW and PanaHome

   9,799   

Components and Devices

   20,388   

SANYO

   15,902   

Other

   433   
       

Subtotal

   97,946   

Corporate

   704   
       

Total

   98,650   
       


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IV Shares and Shareholders

 

(1) Shares of Common Stock Issued as of June 30, 2010:    2,453,053,497 shares

 

The common stock of the Company is listed on the Tokyo, Osaka and Nagoya stock exchanges in Japan. In the United States, the Company’s American Depositary Shares (ADSs) are listed on the New York Stock Exchange.

 

(2) Amount of Common Stock (Stated Capital) as of June 30, 2010:    258,740 million yen

 

(3) Stock Price

 

The following table sets forth the monthly reported high and low market prices per share of the Company’s common stock on the Tokyo Stock Exchange for the three months of fiscal 2011:

 

     Yen     
          April              May              June          

High

   1,480    1,348    1,288   

Low

   1,345    1,123    1,104   


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CONTENTS

 

V Financial Statements

 

Index of Consolidated Financial Statements of Panasonic Corporation and Subsidiaries:

 

     Page

Consolidated Balance Sheets as of June 30 and March 31, 2010

   13

Consolidated Statements of Operations for the three months ended June 30, 2010 and 2009

   15

Consolidated Statements of Cash Flows for the three months ended June 30, 2010 and 2009

   16

Notes to Consolidated Financial Statements

   18


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PANASONIC CORPORATION

AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

June 30 and March 31, 2010

 

     Yen (millions)  

Assets

   June 30, 2010     March 31, 2010  

Current assets:

    

Cash and cash equivalents

   1,169,237      1,109,912   

Time deposits

   86,385      92,032   

Trade receivables:

    

Notes

   76,850      74,283   

Accounts (Note 12)

   1,106,918      1,134,915   

Allowance for doubtful receivables

   (24,625   (24,158
            

Net trade receivables

   1,159,143      1,185,040   
            

Inventories (Note 2)

   975,862      913,646   

Other current assets (Notes 12 and 13)

   556,331      505,418   
            

Total current assets

   3,946,958      3,806,048   
            

Investments and advances (Notes 3 and 13)

   547,593      636,762   

Property, plant and equipment (Note 5):

    

Land

   385,976      391,394   

Buildings

   1,751,581      1,767,674   

Machinery and equipment

   2,232,063      2,303,633   

Construction in progress

   117,024      128,826   
            
   4,486,644      4,591,527   

Less accumulated depreciation

   2,589,539      2,635,506   
            

Net property, plant and equipment

   1,897,105      1,956,021   
            

Other assets:

    

Goodwill

   920,655      923,001   

Intangible assets (Note 5)

   593,341      604,865   

Other assets

   445,379      431,360   
            

Total other assets

   1,959,375      1,959,226   
            
   8,351,031      8,358,057   
            

 

See accompanying Notes to Consolidated Financial Statements.


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PANASONIC CORPORATION

AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

June 30 and March 31, 2010

 

     Yen (millions)  

Liabilities and Equity

   June 30, 2010     March 31, 2010  

Current liabilities:

    

Short-term debt, including current portion of long-term debt
(Notes 11 and 13)

   406,882      299,064   

Trade payables:

    

Notes

   62,328      59,608   

Accounts (Note 12)

   1,010,959      1,011,838   
            

Total trade payables

   1,073,287      1,071,446   
            

Accrued income taxes

   40,098      39,154   

Accrued payroll

   163,567      149,218   

Other accrued expenses

   853,722      826,051   

Deposits and advances from customers

   72,612      64,046   

Employees’ deposits

   9,983      10,009   

Other current liabilities (Notes 12 and 13)

   367,078      356,875   
            

Total current liabilities

   2,987,229      2,815,863   
            

Noncurrent liabilities:

    

Long-term debt (Note 13)

   1,008,100      1,028,928   

Retirement and severance benefits

   424,971      435,799   

Other liabilities

   384,789      397,694   
            

Total noncurrent liabilities

   1,817,860      1,862,421   
            

Equity:

    

Panasonic Corporation shareholders’ equity:

    

Common stock (Note 6)

   258,740      258,740   

Capital surplus

   1,127,206      1,209,516   

Legal reserve

   93,797      93,307   

Retained earnings

   2,382,322      2,349,487   

Accumulated other comprehensive income (loss):

    

Cumulative translation adjustments

   (410,781   (352,649

Unrealized holding gains (losses) of available-for-sale securities (Note 3)

   (910   40,700   

Unrealized gains of derivative instruments (Note 12)

   7,077      1,272   

Pension liability adjustments

   (136,026   (137,555
            

Total accumulated other comprehensive income (loss)

   (540,640   (448,232
            

Treasury stock, at cost (Note 6)

   (670,692   (670,330
            

Total Panasonic Corporation shareholders’ equity
(Note 10)

   2,650,733      2,792,488   
            

Noncontrolling interests (Note 10)

   895,209      887,285   
            

Total equity (Note 10)

   3,545,942      3,679,773   

Commitments and contingent liabilities (Notes 4 and 14)

    
            
   8,351,031      8,358,057   
            

 

See accompanying Notes to Consolidated Financial Statements.


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PANASONIC CORPORATION

AND SUBSIDIARIES

 

Consolidated Statements of Operations

 

Three months ended June 30, 2010 and 2009

 

     Yen (millions)  
     Three months ended June 30  
             2010                     2009          

Revenues, costs and expenses:

    

Net sales

   2,161,126      1,595,458   

Cost of sales (Note 12)

   (1,570,787   (1,170,871

Selling, general and administrative expenses

   (506,501   (444,770

Interest income

   2,769      2,913   

Dividends received

   3,058      3,417   

Other income (Notes 11 and 12)

   14,982      9,145   

Interest expense

   (7,381   (6,045

Other deductions (Notes 5, 11 and 12)

   (12,936   (41,012
            

Income (loss) before income taxes

   84,330      (51,765

Provision for income taxes

   38,337      7,752   

Equity in earnings (losses) of associated companies

   1,745      (1,839
            

Net income (loss) (Note 10)

   47,738      (61,356

Less net income (loss) attributable to noncontrolling interests (Note 10)

   4,060      (8,379
            

Net income (loss) attributable to Panasonic Corporation (Note 10)

   43,678      (52,977
            
     Yen  

Net income (loss) per share attributable to Panasonic Corporation common shareholders (Note 8):

    

Basic

   21.10      (25.58

Diluted

   —        —     

 

See accompanying Notes to Consolidated Financial Statements.


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PANASONIC CORPORATION

AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

 

Three months ended June 30, 2010 and 2009

 

     Yen (millions)  
     Three months ended June 30  
             2010                     2009          

Cash flows from operating activities:

    

Net income (loss) (Note 10)

   47,738      (61,356

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation and amortization

   89,249      65,895   

Net gain on sale of investments

   (3,733   (241

Provision for doubtful receivables

   2,569      798   

Deferred income taxes

   121      21,511   

Write-down of investment securities (Note 11)

   537      529   

Impairment losses on long-lived assets (Notes 5)

   205      1,031   

Cash effects of change in:

    

Trade receivables

   6,143      (71,640

Inventories

   (90,092   (21,235

Other current assets

   (20,404   (26,625

Trade payables

   19,805      74,520   

Accrued income taxes

   2,756      (3,176

Accrued expenses and other current liabilities

   91,557      79,634   

Retirement and severance benefits

   (9,602   (8,699

Deposits and advances from customers

   7,618      7,601   

Other

   417      11,469   
            

Net cash provided by operating activities

   144,884      70,016   
            

Cash flows from investing activities:

    

Proceeds from disposition of investments and advances

   54,464      31,809   

Increase in investments and advances

   (453   (1,827

Capital expenditures

   (94,135   (102,526

Proceeds from disposals of property, plant and equipment

   63,914      3,519   

(Increase) decrease in time deposits

   1,883      2,655   

Other

   (6,286   (16,917
            

Net cash provided by (used in) investing activities

   19,387      (83,287
            

 

(Continued)


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PANASONIC CORPORATION

AND SUBSIDIARIES

 

 

Consolidated Statements of Cash Flows

 

Three months ended June 30, 2010 and 2009

 

     Yen (millions)  
     Three months ended June 30  
             2010                     2009          

Cash flows from financing activities:

    

Increase (decrease) in short-term debt

   42,668      110,645   

Proceeds from long-term debt

   2,185      —     

Repayments of long-term debt

   (37,802   (6,592

Dividends paid to Panasonic Corporation shareholders (Notes 9 and 10)

   (10,353   (15,530

Dividends paid to noncontrolling interests (Note 10)

   (5,031   (7,062

Repurchase of common stock (Note 10)

   (374   (25

Sale of treasury stock (Note 10)

   8      11   

Purchase of noncontrolling interests (Note 10)

   (60,778   (596

Other

   (22   573   
            

Net cash provided by (used in) financing activities

   (69,499   81,424   
            

Effect of exchange rate changes on cash and cash equivalents

   (35,447   (894
            

Net increase (decrease) in cash and cash equivalents

   59,325      67,259   

Cash and cash equivalents at beginning of period

   1,109,912      973,867   
            

Cash and cash equivalents at end of period

   1,169,237      1,041,126   
            

 

See accompanying Notes to Consolidated Financial Statements.


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PANASONIC CORPORATION

AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

(1) Summary of Significant Accounting Policies

 

  (a) Description of Business

 

Panasonic Corporation (hereinafter, the “Company,” including consolidated subsidiaries, unless the context otherwise requires) is one of the world’s leading producers of electronic and electric products. The Company currently offers a comprehensive range of products, systems and components for consumer, business and industrial use based on sophisticated electronics and precision technology, expanding to building materials and equipment, and housing business.

 

Sales by product category for the three months ended June 30, 2010 were as follows: Digital AVC Networks—36%, Home Appliances—14%, PEW and PanaHome*—16%, Components and Devices—9%, SANYO*—19%, and Other—6%. A sales breakdown by geographical market was as follows: Japan—49%, North and South America—13%, Europe—10%, and Asia and Others—28%.

 

The Company is not dependent on a single supplier, and has no significant difficulty in obtaining raw materials from suppliers.

 

*   PEW stands for Panasonic Electric Works Co., Ltd. and PanaHome stands for PanaHome Corporation. SANYO stands for SANYO Electric Co., Ltd.

 

  (b) Basis of Presentation of Consolidated Financial Statements

 

The Company and its domestic subsidiaries maintain their books of account in conformity with financial accounting standards of Japan, and its foreign subsidiaries in conformity with those of the countries of their domicile.

 

The consolidated financial statements presented herein have been prepared in a manner and reflect adjustments which are necessary to conform with U.S. generally accepted accounting principles (U.S. GAAP).


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  (c) Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its majority-owned, controlled subsidiaries. The Company also consolidates entities in which controlling interest exists through variable interests in accordance with the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 810, “Consolidation.” Investments in companies and joint ventures over which we have the ability to exercise significant influence (generally through an voting interest of between 20% to 50%) are included in “Investments and advances” in the consolidated balance sheets. All significant intercompany balances and transactions have been eliminated in consolidation.

 

The Company has 671 consolidated subsidiaries and 238 associated companies under equity method as of June 30, 2010.

 

  (d) Use of Estimates

 

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions are reflected in valuation and disclosure of revenue recognition, allowance for doubtful receivables, valuation of inventories, impairment of long-lived assets, environmental liabilities, valuation of deferred tax assets, uncertain tax positions, employee retirement and severance benefit plans, and assets acquired and liabilities assumed by business combinations.


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  (e) Adoption of New Accounting Pronouncements

 

On April 1, 2010, the Company adopted Accounting Standards Update (ASU) 2009-16, “Accounting for Transfers of Financial Assets.” ASU2009-16 removes the concept of a qualifying special-purpose entity (QSPE) from ASC 860, “Transfers and Servicing,” and the exception from applying ASC 810 to QSPEs, thereby requiring transferors of financial assets to evaluate whether to consolidate transferees that previously were considered QSPEs. ASU 2009-16 also clarifies ASC 860’s sale-accounting criteria pertaining to legal isolation and effective control and creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale. The adoption of ASU 2009-16 did not have a material effect on the Company’s consolidated financial statements.

 

On April 1, 2010, the Company adopted ASU 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU 2009-17, which amends ASC 810, revises the test for determining the primary beneficiary of a Variable Interest Entities (VIE) from a primarily quantitative risks and rewards calculation based on the VIE’s expected losses and expected residual returns to a primarily qualitative analysis based on identifying the party or related-party (if any) with the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The adoption of ASU 2009-17 did not have a material effect on the Company’s consolidated financial statements.


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(2) Inventories

 

Inventories at June 30 and March 31, 2010 are summarized as follows:

 

     Yen (millions)
     June 30, 2010    March 31, 2010

Finished goods

   530,805    497,153

Work in process

   174,335    159,699

Raw materials

   270,722    256,794
         
   975,862    913,646
         

 

 

(3) Investments in Securities

 

In accordance with ASC 320, “Investments—Debt and Equity Securities,” the Company classifies its existing marketable equity securities other than investments in associated companies and all debt securities as available-for-sale.

 

The cost, fair value, net unrealized holding gains (losses) of available-for-sale securities included in short-term investments, and investments and advances at June 30 and March 31, 2010 are as follows:

 

     Yen (millions)  
     June 30, 2010  
     Cost    Fair value    Net unrealized
holding gains
(losses)
 

Noncurrent:

        

Equity securities

   274,295    306,185    31,890   

Corporate and government bonds

   3,896    3,998    102   

Other debt securities

   567    565    (2
                
   278,758    310,748    31,990   
                


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- 22 -

 

     Yen (millions)
     March 31, 2010
     Cost    Fair value    Net unrealized
holding gains
(losses)

Noncurrent:

        

Equity securities

   275,579    379,358    103,779

Corporate and government bonds

   3,894    3,961    67

Other debt securities

   568    585    17
              
   280,041    383,904    103,863
              

 

The carrying amount of the Company’s held-to-maturity securities totaled 1,954 million yen at March 31, 2010.

 

The carrying amounts of the Company’s cost method investments totaled 27,725 million yen and 22,039 million yen at June 30 and March 31, 2010, respectively.


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- 23 -

 

(4) Leases

 

The Company has operating leases for certain land, buildings, and machinery and equipment. Future minimum lease payments under operating leases at June 30, 2010 are as follows:

 

     Yen (millions)

Due within 1 year

   75,716

Due after 1 year within 2 years

   51,202

Due after 2 years within 3 years

   36,207

Due after 3 years within 4 years

   26,452

Due after 4 years within 5 years

   4,820

Thereafter

   3,766
    

Total minimum lease payments

   198,163
    

 

 

(5) Long-Lived Assets

 

The Company periodically reviews the recorded value of its long-lived assets to determine if the future cash flows to be derived from these assets will be sufficient to recover the remaining recorded asset values. Impairment losses are included in other deductions in the consolidated statements of operations, and are not charged to segment profit.

 

The Company recognized impairment losses in the aggregate of 205 million yen of long-lived assets for the three months ended June 30, 2010.

 

Impairment losses for the three months ended June 30, 2010 mainly related to “Digital AVC Networks” segment.

 

The Company recognized impairment losses in the aggregate of 1,031 million yen of long-lived assets for the three months ended June 30, 2009.

 

Impairment losses for the three months ended June 30, 2009 mainly related to “Components and Devices” segment.


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- 24 -

 

(6) Number of Common Shares

 

Number of common shares authorized and issued and number of treasury common shares as of June 30 and March 31, 2010 are as follows:

 

     Number of shares
     June 30, 2010    March 31, 2010

Common stock:

     

Authorized

   4,950,000,000    4,950,000,000

Issued

   2,453,053,497    2,453,053,497

Treasury stock

   382,718,300    382,448,008

 

 

(7) Panasonic Corporation Shareholders’ Equity per Share

 

Panasonic Corporation shareholders’ equity per share as of June 30 and March 31, 2010 are as follows:

 

     Yen
     June 30, 2010    March 31, 2010

Panasonic Corporation shareholders’ equity per share

   1,280.34    1,348.63


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- 25 -

 

(8) Net Income (Loss) per Share Attributable to Panasonic Corporation Common Shareholders

 

A reconciliation of the numerators and denominators of the basic attributable to Panasonic Corporation common shareholders computation for three months June 30, 2010 and 2009 are as follows:

 

     Yen (millions)  
     Three months ended June 30  
     2010    2009  

Net income (loss) attributable to Panasonic Corporation common shareholders

   43,678    (52,977
     Number of shares  
     Three months ended June 30  
     2010    2009  

Average common shares outstanding

   2,070,402,824    2,070,636,858   
     Yen  
     Three months ended June 30  
     2010    2009  

Net income (loss) per share attributable to Panasonic Corporation common shareholders: Basic

   21.10    (25.58

 

Diluted net income per share attributable to Panasonic Corporation common shareholders has been omitted because the Company did not have potentially dilutive common shares that were outstanding for the period, respectively.

 

(9) Cash Dividends

 

On May 7, 2010, the board of directors approved a year-end dividend of 5.0 yen per share, totaling 10,353 million yen on outstanding common stock as of March 31, 2010. The dividends, which became effective on May 31, 2010, were sourced out of retained earnings.


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- 26 -

 

(10) Equity

 

The change in the carrying amount of Panasonic Corporation shareholders’ equity, noncontrolling interests and total equity in the consolidated balance sheets for the three months ended June 30, 2010 and 2009 are as follows:

 

     Yen (millions)  
   Three months ended June 30, 2010  
   Panasonic Corporation
shareholders’ equity
    Noncontrolling
interests
    Total equity  

Balance at April 1, 2010

   2,792,488      887,285      3,679,773   

Dividends paid to Panasonic Corporation shareholders

   (10,353   —        (10,353

Dividends paid to noncontrolling interests

   —        (5,031   (5,031

Repurchase of common stock

   (374   —        (374

Sale of treasury stock

   8      —        8   

Equity transactions with noncontrolling interests

   (82,306   24,029      (58,277

Other

   —        17      17   

Comprehensive income (loss):

      

Net income

   43,678      4,060      47,738   

Other comprehensive income (loss), net of tax:

      

Translation adjustments

   (58,132   (13,313   (71,445

Unrealized holding gains (losses) of available-for-sale securities

   (41,610   (2,052   (43,662

Unrealized holding gains (losses) of derivative instruments

   5,805      (22   5,783   

Pension liability adjustments

   1,529      236      1,765   
                  

Total comprehensive income (loss)

   (48,730   (11,091   (59,821
                  

Balance at June 30, 2010

   2,650,733      895,209      3,545,942   
                  


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- 27 -

 

     Yen (millions)  
   Three months ended June 30, 2009  
   Panasonic Corporation
shareholders’ equity
    Noncontrolling
interests
    Total equity  

Balance at April 1, 2009

   2,783,980      428,601      3,212,581   

Dividends paid to Panasonic Corporation shareholders

   (15,530   —        (15,530

Dividends paid to noncontrolling interests

   —        (7,062   (7,062

Repurchase of common stock

   (25   —        (25

Sale of treasury stock

   11      —        11   

Equity transactions with noncontrolling interests

   (392   (204   (596

Other

   —        51      51   

Comprehensive income (loss):

      

Net income (loss)

   (52,977   (8,379   (61,356

Other comprehensive income (loss), net of tax:

      

Translation adjustments

   (2,692   392      (2,300

Unrealized holding gains of available-for-sale securities

   33,638      1,375      35,013   

Unrealized holding gains of derivative instruments

   3,452      47      3,499   

Pension liability adjustments

   (3,212   (2,527   (5,739
                  

Total comprehensive income (loss)

   (21,791   (9,092   (30,883
                  

Balance at June 30, 2009

   2,746,253      412,294      3,158,547   
                  


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- 28 -

 

(11) Supplementary Information

 

Included in other deductions for the three months ended June 30, 2010 and 2009 are as follows:

 

     Yen (millions)
     Three months ended June 30
             2010                    2009        

Expenses associated with the implementation of the early retirement programs in the domestic and overseas subsidiaries

   927    21,586

Write-down of investment securities

   537    529

Foreign exchange losses

   —      4,720

 

Foreign exchange gains included in other income for the three months ended June 30, 2010 are 809 million yen.

 

Net periodic benefit cost for three months ended June 30, 2010 and 2009 are 14,484 million yen and 17,935 million yen, respectively.

 

132,989 million yen of short-term bonds, which were newly issued during the three months ended June 30, 2010, are included in short-term debt, including current portion of long-term debt in the consolidated balance sheets as of June 30, 2010.


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- 29 -

 

(12) Derivatives and Hedging Activities

 

The Company operates internationally, giving rise to significant exposure to market risks arising from changes in foreign exchange rates, interests rates and commodity prices. The Company assesses these risks by continually monitoring changes in these exposures and by evaluating hedging opportunities. Derivative financial instruments utilized by the Company to hedge these risks are comprised principally of foreign exchange contracts, interests rate swaps, cross currency swaps and commodity derivatives. The Company does not hold or issue derivative financial instruments for trading purpose.

 

The Company accounts for derivative instruments in accordance with ASC 815, “Derivatives and Hedging.” Amounts included in accumulated other comprehensive income (loss) at June 30, 2010 are expected to be recognized in earnings principally over the next twelve months. The maximum term over which the Company is hedging exposures to the variability of cash flows for foreign currency exchange risk is approximately five months.

 

The Company is exposed to credit risk in the event of non-performance by counterparties to the derivative contracts, but such risk is considered mitigated by the high credit rating of the counterparties.


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- 30 -

 

The fair values of derivative instruments at June 30, 2010 are as follows:

 

    

Yen (millions)

 
    

Asset derivatives

  

Liability derivatives

 
    

Consolidated balance
sheet location

   Fair
value
  

Consolidated balance
sheet location

   Fair
value
 

Derivatives designated as hedging instruments under ASC 815:

           

Foreign exchange contracts

   Other current assets    15,611    Other current liabilities    (54

Commodity futures

   Other current assets    1,415    Other current liabilities    (8,426
                 

Total derivatives designated as hedging instruments under
ASC 815

      17,026       (8,480
                 

Derivatives not designated as hedging instruments under ASC 815:

           

Foreign exchange contracts

   Other current assets    13,248    Other current liabilities    (1,416

Cross currency swaps

   —      —      Other current liabilities    (895

Interest rate swaps

   Other current assets    20    —      —     

Commodity futures

   Other current assets    2,781    Other current liabilities    (2,781
                 

Total derivatives not designated as hedging instruments under
ASC 815

      16,049       (5,092
                 

Total derivatives

      33,075       (13,572
                 


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- 31 -

 

The fair values of derivative instruments at March 31, 2010 are as follows:

 

    

Yen (millions)

 
    

Asset derivatives

  

Liability derivatives

 
    

Consolidated balance
sheet location

   Fair
value
  

Consolidated balance
sheet location

   Fair
value
 

Derivatives designated as hedging instruments under ASC 815:

           

Foreign exchange contracts

   Other current assets    415    Other current liabilities    (1,971

Commodity futures

   Other current assets    11,330    Other current liabilities    (3,345
                 

Total derivatives designated as hedging instruments under ASC 815

      11,745       (5,316
                 

Derivatives not designated as hedging instruments under ASC 815:

           

Foreign exchange contracts

   Other current assets    8,590    Other current liabilities    (2,307

Cross currency swaps

   —      —      Other current liabilities    (283

Interest rate swaps

   Other current assets    23    —      —     

Commodity futures

   Other current assets    1,231    Other current liabilities    (1,231
                 

Total derivatives not designated as hedging instruments under ASC 815

      9,844       (3,821
                 

Total derivatives

      21,589       (9,137
                 


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- 32 -

 

The effect of derivative instruments on the consolidated statement of operations for the three months ended June 30, 2010 is as follows:

 

Yen (millions)

 

Hedging instruments in

ASC 815 fair value

hedging relationships

   Location of gain or (loss)
recognized in operations
  Amount of gain or (loss)
recognized in operations
 

Commodity futures

   Other income (deductions)   (13,843
        

Total

     (13,843
        

Yen (millions)

 

Related hedged items in
ASC 815 fair value

hedging relationships

   Location of gain or (loss)
recognized in operations
  Amount of gain or (loss)
recognized in operations
 

Trade accounts receivable (payable)

   Other income (deductions)   14,450   
        

Total

     14,450   
        

 

Fair value hedges resulted in gains of 607 million yen of ineffectiveness.

 

Yen (millions)

 

Derivatives in ASC

815 cash flow

hedging relationships

   Amount of gain (loss)
recognized in OCI on
derivative

(effective portion)
   

Location of gain (loss)
reclassified from
accumulated OCI
into operations
(effective portion)

   Amount of gain (loss)
reclassified from
accumulated OCI
into operations
(effective portion)
 

Foreign exchange contracts

   12,674      Other income (deductions)    (1,840

Commodity futures

   (1,185   Cost of sales    418   
               

Total

   11,489         (1,422
               

 

Yen (millions)

Derivatives in ASC
815 cash flow
hedging relationships

  

Location of gain (loss) recognized in
operations on derivative

(ineffective portion and amount excluded

from effectiveness testing)

   Amount of gain (loss) recognized in
operations on derivative
(ineffective portion and amount excluded from
effectiveness testing)

Foreign exchange contracts

   Other income (deductions)    406

Commodity futures

   —      —  
       

Total

      406
       

 

Yen (millions)

 

Derivatives not designated

as hedging instruments

under ASC 815

  

Location of gain (loss)

recognized in operations

on derivative

   Amount of gain (loss)
recognized in operations
on derivative
 

Foreign exchange contracts

   Other income (deductions)    21,500   

Cross currency swaps

   Other income (deductions)    (612

Interest rate swaps

   Other income (deductions)    (3

Commodity futures

   Other income (deductions)    0   
         

Total

      20,885   
         


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The effect of derivative instruments on the consolidated statement of operations for the three months ended June 30, 2009 is as follows:

 

Yen (millions)

 

Hedging instruments in
ASC 815 fair value

hedging relationships

   Location of gain or (loss)
recognized in operations
  Amount of gain or (loss)
recognized in operations
 

Commodity futures

   Other income (deductions)   11,248   
        

Total

     11,248   
        

Yen (millions)

 

Related hedged items in
ASC 815 fair value

hedging relationships

   Location of gain or (loss)
recognized in operations
  Amount of gain or (loss)
recognized in operations
 

Trade accounts receivable (payable)

   Other income (deductions)   (10,832
        

Total

     (10,832
        

 

Fair value hedges resulted in gains of 416 million yen of ineffectiveness.

 

Yen (millions)

 

Derivatives in ASC

815 cash flow

hedging relationships

   Amount of gain (loss)
recognized in OCI  on
derivative

(effective portion)
   

Location of gain (loss)
reclassified from

accumulated OCI

into operations

(effective portion)

   Amount of gain (loss)
reclassified from
accumulated OCI
into operations
(effective portion)
 

Foreign exchange contracts

   (2,310   Other income (deductions)    (6,142

Cross currency swaps

   (291   Other income (deductions)    (16

Commodity futures

   771      Cost of sales    (705
               

Total

   (1,830      (6,863
               

 

Yen (millions)

 

Derivatives in ASC

815 cash flow

hedging relationships

  

Location of gain (loss) recognized in
operations on derivative

(ineffective portion and amount excluded
from effectiveness testing)

   Amount of gain (loss) recognized in
operations on derivative
(ineffective portion and amount excluded
from effectiveness testing)
 

Foreign exchange contracts

   Other income (deductions)    64   

Cross currency swaps

   —      —     

Commodity futures

   —      —     
         

Total

      64   
         

Yen (millions)

 

Derivatives not designated

as hedging instruments

under ASC 815

  

Location of gain (loss)

recognized in operations

on derivative

   Amount of gain (loss)
recognized in operations
on derivative
 

Foreign exchange contracts

   Other income (deductions)    (4,617

Cross currency swaps

   Other income (deductions)    319   

Commodity futures

   Other income (deductions)    0   
         

Total

      (4,298
         


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(13) Fair Value

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

 

Cash and cash equivalents, Time deposits, Trade receivables, Short-term debt, Trade payables, Accrued expenses

The carrying amount approximates fair value because of the short maturity of these instruments.

 

Investments and advances

The fair value of investments and advances is estimated based on quoted market prices or the present value of future cash flows using appropriate current discount rates.

 

Long-term debt, including current portion

The fair value of long-term debt is estimated based on quoted market prices or the present value of future cash flows using appropriate current discount rates.


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Derivative financial instruments

 

The fair value of derivative financial instruments, all of which are used for hedging purposes, is estimated based on unadjusted market prices or quotes obtained from brokers, which are periodically validated by pricing models using observable inactive market inputs.

 

The estimated fair values of financial instruments, all of which are held or issued for purposes other than trading, at June 30 and March 31, 2010 are as follows:

 

     Yen (millions)  
     June 30, 2010     March 31, 2010  
     Carrying
amount
    Fair
value
    Carrying
amount
    Fair
value
 

Non-derivatives:

        

Assets:

        

Other investments and advances

   379,944      380,273      454,313      454,516   

Liabilities:

        

Long-term debt, including current portion

   (1,195,215   (1,221,478   (1,236,052   (1,250,048

Derivatives:

        

Other current assets:

        

Forward:

        

To sell foreign currencies

   22,551      22,551      3,511      3,511   

To buy foreign currencies

   6,308      6,308      5,494      5,494   

Interest rate swaps

   20      20      23      23   

Commodity futures:

        

To sell commodity

   3,698      3,698      —        —     

To buy commodity

   498      498      12,561      12,561   

Other current liabilities:

        

Forward:

        

To sell foreign currencies

   (1,445   (1,445   (2,390   (2,390

To buy foreign currencies

   (25   (25   (1,888   (1,888

Cross currency swaps

   (895   (895   (283   (283

Commodity futures:

        

To sell commodity

   (29   (29   (4,576   (4,576

To buy commodity

   (11,178   (11,178   —        —     


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Limitations

 

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

ASC 820 defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

 

Level 1 —    Quoted prices (unadjusted) in active markets for identical assets.
Level 2 —    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, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 —    Unobservable inputs for the asset or liability.

 

Assets and liabilities measured at fair value on a recurring basis

 

The following table presents assets and liabilities that are measured at fair value on a recurring basis at June 30 and March 31, 2010:

 

     Yen (millions)  
     June 30, 2010  
     Level 1     Level 2     Level 3    Total  

Assets:

         

Available-for-sale securities:

         

Equity securities

   306,185      —        —      306,185   

Corporate and government bonds

   —        3,998      —      3,998   

Other debt securities

   —        565      —      565   
                       

Total available-for-sale securities

   306,185      4,563      —      310,748   
                       

Derivatives:

         

Foreign exchange contracts

   —        28,859      —      28,859   

Interest rate swaps

   —        20      —      20   

Commodity futures

   2,067      2,129      —      4,196   
                       

Total derivatives

   2,067      31,008      —      33,075   
                       

Total

   308,252      35,571      —      343,823   
                       

Liabilities:

         

Derivatives:

         

Foreign exchange contracts

   —        (1,470   —      (1,470

Cross currency swaps

   —        (895   —      (895

Commodity futures

   (10,555   (652   —      (11,207
                       

Total derivatives

   (10,555   (3,017   —      (13,572
                       

Total

   (10,555   (3,017   —      (13,572
                       


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- 37 -

 

     Yen (millions)  
     March 31, 2010  
     Level 1     Level 2     Level 3    Total  

Assets:

         

Available-for-sale securities:

         

Equity securities

   379,358      —        —      379,358   

Corporate and government bonds

   —        3,961      —      3,961   

Other debt securities

   —        585      —      585   
                       

Total available-for-sale securities

   379,358      4,546      —      383,904   
                       

Derivatives:

         

Foreign exchange contracts

   —        9,005      —      9,005   

Interest rate swaps

   —        23      —      23   

Commodity futures

   12,561      —        —      12,561   
                       

Total derivatives

   12,561      9,028      —      21,589   
                       

Total

   391,919      13,574      —      405,493   
                       

Liabilities:

         

Derivatives:

         

Foreign exchange contracts

   —        (4,278   —      (4,278

Cross currency swaps

   —        (283   —      (283

Commodity futures

   (3,345   (1,231   —      (4,576
                       

Total derivatives

   (3,345   (5,792   —      (9,137
                       

Total

   (3,345   (5,792   —      (9,137
                       

 

The Company’s existing marketable equity securities and commodity futures are included in Level 1, which are valued using an unadjusted quoted market price in active markets with sufficient volume and frequency of transactions.

 

Level 2 available-for-sale securities include all debt securities, which are valued using inputs other than quoted prices that are observable. Level 2 derivatives including foreign exchange contracts and commodity futures are valued using quotes obtained from brokers, which are periodically validated by pricing models using observable market inputs, such as foreign currency exchange rates and market prices for commodity futures.

 

Assets and liabilities measured at fair value on a nonrecurring basis

 

For three months ended June 30, 2010 and 2009, there were no circumstances that required any significant assets and liabilities that are not measured at fair value on an ongoing basis to be measured and recognized at fair value.


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(14) Commitments and Contingent Liabilities

 

The Company provides guarantees to third parties mainly on bank loans provided to associated companies and customers. The guarantees are made to enhance their credit. For each guarantee provided, the Company is required to perform under the guarantee if the guaranteed party defaults on a payment. Also the Company sold certain trade receivables to independent third parties, some of which are with recourse. If the collectibility of those receivables with recourse becomes doubtful, the Company is obligated to assume the liabilities. At June 30, 2010, the maximum amount of undiscounted payments the Company would have to make in the event of default is 33,464 million yen. The carrying amount of the liabilities recognized for the Company’s obligations as a guarantor under those guarantees at June 30 and March 31, 2010 was insignificant.

 

In connection with the sale and lease back of certain machinery and equipment, the Company guarantees a specific value of the leased assets. For each guarantee provided, the Company is required to perform under the guarantee if certain conditions are met during or at the end of the lease term. At June 30, 2010, the maximum amount of undiscounted payments the Company would have to make in the event that these conditions are met is 47,914 million yen. The carrying amount of the liabilities recognized for the Company’s obligations as guarantors under those guarantees at June 30 and March 31, 2010 was insignificant.

 

The Company and certain subsidiaries are under the term of leasehold interest contracts for lands of domestic factories and have obligations for restitution on their leaving. The asset retirement obligations cannot be reasonably estimated because the durations of use of the leased assets are not specified and there are no plans to undertake relocation in the future. Therefore the Company did not recognize asset retirement obligations.

 

The Company and certain of its subsidiaries are subject to a number of legal proceedings including civil litigations related to tax, products or intellectual properties, or governmental investigations. Since November 2007, the Company and MT Picture Display Co., Ltd. (MTPD), a subsidiary of the Company, are subject to investigations by government authorities, including the Japan Fair Trade Commission, the U.S. Department of Justice and the European Commission, in respect of alleged antitrust violations relating to cathode ray tubes (CRTs). Subsequent to these actions by the authorities, a number of class action lawsuits have been filed in the U.S. and Canada against the Company and certain of its subsidiaries. In October 2009, the Japan Fair Trade Commission issued a cease and desist order against MTPD and assessed a fine against its three subsidiaries in South East Asia, but each named company filed for a hearing to challenge the orders which is currently subject to proceedings. Since February 2009, the Company is subject to investigations by government authorities, including the U.S. Department of Justice and the European Commission, in respect of alleged antitrust violations relating to compressors for refrigerator use. Subsequent to these actions by the authorities, a number of class action lawsuits have been filed in the U.S. and Canada against the Company and certain of its subsidiaries. The Company has been cooperating with the various governmental investigations. Depending upon the outcome of these different proceedings, the Company and certain of its subsidiaries may be subject to an uncertain amount of fines, and accordingly the Company has accrued for certain probable and reasonable estimated amounts for the fines. Other than those above, there are a number of legal actions against the Company and certain subsidiaries. Management is of the opinion that damages, if any, resulting from these actions will not have a material effect on the Company’s consolidated financial statements.


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(15) Segment Information

 

In accordance with the provisions of ASC 280, “Segment Reporting”, the segments reported below are the components of the Company for which separate financial information is available that is evaluated regularly by the chief operating decision maker of the Company in deciding how to allocate resources and in assessing performance.

 

Business segments correspond to categories of activity classified primarily by markets, products and brand names. “Digital AVC Networks” includes video and audio equipment, and information and communications equipment. “Home Appliances” includes household equipment. “PEW and PanaHome” includes electrical supplies, electric products, building materials and equipment, and housing business. “Components and Devices” includes electronic components, semiconductors, and batteries. “SANYO” includes solar cells, lithium-ion batteries, optical pickups, and others. “Other” includes electronic-parts-mounting machines, industrial robots and industrial equipment.

 

The company transferred its motor business to Home Appliances on April 1, 2010. Accordingly, segment information for Home Appliances and Components and Devices in fiscal 2010 are reclassified to conform to the presentation for fiscal 2011.


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- 40 -

 

By Business Segment

 

Information by business segment for the three months ended June 30, 2010 and 2009 is shown in the tables below:

 

     Yen (millions)  
     Three months ended June 30  
             2010                     2009          

Sales:

    

Digital AVC Networks:

    

Customers

   816,864      763,092   

Intersegment

   14,858      10,213   
            

Total

   831,722      773,305   

Home Appliances:

    

Customers

   275,862      257,988   

Intersegment

   46,919      48,644   
            

Total

   322,781      306,632   

PEW and PanaHome:

    

Customers

   378,533      346,159   

Intersegment

   12,725      11,468   
            

Total

   391,258      357,627   

Components and Devices:

    

Customers

   159,802      148,325   

Intersegment

   76,463      65,004   
            

Total

   236,265      213,329   

SANYO:

    

Customers

   407,311      —     

Intersegment

   5,673      —     
            

Total

   412,984      —     

Other:

    

Customers

   122,754      79,894   

Intersegment

   152,673      124,824   
            

Total

   275,427      204,718   

Eliminations

   (309,311   (260,153
            

Consolidated total

   2,161,126      1,595,458   
            


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- 41 -

 

     Yen (millions)  
     Three months ended June 30  
             2010                     2009          

Segment profit (loss):

    

Digital AVC Networks

   27,851      (13,602

Home Appliances

   32,259      18,595   

PEW and PanaHome

   8,348      (7,805

Components and Devices

   11,847      (9,744

SANYO

   5,009      —     

Other

   12,750      (884

Corporate and eliminations

   (14,226   (6,743
            

Total segment profit

   83,838      (20,183
            

Interest income

   2,769      2,913   

Dividends received

   3,058      3,417   

Other income

   14,982      9,145   

Interest expense

   (7,381   (6,045

Other deductions

   (12,936   (41,012
            

Consolidated income (loss) before income taxes

   84,330      (51,765
            

 

Corporate expenses include certain corporate R&D expenditures and general corporate expenses.


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- 42 -

 

By Geographical Area

 

Sales attributed to countries based upon the customer’s location for the three months ended June 30, 2010 and 2009 are as follows:

 

     Yen (millions)
     Three months ended June 30
     2010    2009

Sales:

     

Japan

   1,054,397    858,770

North and South America

   286,044    203,607

Europe

   223,823    167,136

Asia and Others

   596,862    365,945
         

Consolidated total

   2,161,126    1,595,458
         

United States included in North and South America

   238,017    175,574

China included in Asia and Others

   304,460    173,766

 

There are no individually material countries of which should be separately disclosed in North and South America, Europe, and Asia and Others, except for the United States of America and China.

 

Transfers between business segments or geographic segments are made at arms-length prices. There are no sales to a single external major customer for the three months ended June 30, 2010 and 2009.


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- 43 -

 

(16) Subsequent Events

 

The Company resolved, at the board of directors meeting held on July 29, 2010, to pursue a plan to the Company’s acquisition of all shares of PEW and SANYO (hereinafter collectively referred to as the “Subsidiaries”) in order to make them wholly-owned subsidiaries of the Company by around April 2011 by way of tender offers and, thereafter, share exchanges. In order to implement the acquisition of all shares of the Subsidiaries, the Company resolved, at its above-mentioned board of directors meeting, to simultaneously commence tender offers for common shares of the Subsidiaries. With respect to the tender offers, if the Company purchases all of the shares of the Subsidiaries eligible to be purchased, the maximum aggregate purchase amount is expected to be 818.4 billion yen.

 

# # #


Table of Contents

August 20, 2010

 

FOR IMMEDIATE RELEASE

 

Media Contacts:

 

Akira Kadota (Japan)

International PR

(Tel: +81-3-6403-3040)

 

Panasonic News Bureau (Japan)

(Tel: +81-3-3542-6205)

 

Jim Reilly (U.S.)

(Tel: +1-201-392-6067)

 

Anne Guennewig (Europe)

(Tel: +49-611-235-457)

  

Investor Relations Contacts:

 

Makoto Mihara (Japan)

Investor Relations

(Tel: +81-6-6908-1121)

 

Yuko Iwatsu (U.S.)

Panasonic Finance (America), Inc.

(Tel: +1-212-698-1360)

 

Hiroko Carvell (Europe)

Panasonic Finance (Europe) plc

(Tel: +44-20-3008-6887)

  
  
  
  
  
  
  
  
  
  
  

 

Panasonic Announces Additional Information regarding “Commencement of

Tender Offer for Shares of Common Stock of Panasonic Electric Works”

 

Osaka, August 20, 2010—Panasonic Corporation (NYSE: PC/TSE: 6752, the “Tender Offeror” or the “Company”) announced that it acquires all of the shares of common stock of Panasonic Electric Works Co., Ltd. (TSE: 6991, the “Target”) (excluding the treasury shares owned by the Target) through a tender offer (the “Tender Offer”) on July 29, 2010. The commencement of the Tender Offer was subject to, among others, the nonoccurrence of any events that would have a material adverse effect on achieving the purpose of the Tender Offer such, as a material change in the Target’s or its subsidiaries’ management or assets. As the Company has confirmed that no events have occurred that would prevent the commencement of the Tender Offer, the Company announces that it has decided to implement the Tender Offer from August 23, 2010, as scheduled.

 

In addition, since the description of the press release “Panasonic Announces Commencement of Tender Offer for Shares of Common Stock of Panasonic Electric Works” dated July 29, 2010, has amendments, it has been amended as follows (the amendments are underlined):


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- 2 -

 

1. Purpose of the Tender Offer

 

(1) Overview of the Tender Offer

 

(Prior to amendment)

 

The Company currently owns 51.00% (751,074,788 shares) of the aggregate number of issued shares of the Target (as of March 31, 2010: 383,049,035 shares). The Target is a consolidated subsidiary of the Company; however, a decision was made recently to acquire all of the issued shares of the Target’s common stock (excluding the treasury shares owned by the Target) through the Tender Offer in order to make the Target the Company’s wholly-owned subsidiary. With respect to the Tender Offer, no maximum or minimum number of shares scheduled to be purchased has been established. The Tender Offer shall be commenced subject to, among others, the nonoccurrence of any events which would have a material adverse effect on achieving the purpose of the Tender Offer such as a material change in the Target’s or its subsidiaries’ management or assets.

 

(omitted)

 

(Post amendment)

 

The Company currently owns 51.00% (751,074,788 shares) of the aggregate number of issued shares of the Target (as of June 30, 2010: 383,049,035 shares). The Target is a consolidated subsidiary of the Company; however, a decision was made recently to acquire all of the issued shares of the Target’s common stock (excluding the treasury shares owned by the Target) through the Tender Offer in order to make the Target the Company’s wholly-owned subsidiary. With respect to the Tender Offer, no maximum or minimum number of shares scheduled to be purchased has been established.

 

(omitted)

 

(3) Measures to Ensure the Fairness of the Tender Offer such as Measures to Ensure the Fairness of the Tender Offer Purchase Price, and Measures to Avoid Conflicts of Interest

 

(i) Procurement of a Valuation Report from an Independent, Third-Party Valuation Institution

 

(Prior to amendment)

 

(omitted)

 

The Tender Offer Purchase Price of 1,110 yen per-share represents a premium of (i) 14.0% (rounded to the first decimal place; the same shall apply to indications of percentages hereinafter in this paragraph) over the closing price of the Target’s shares of common stock of 974 yen in ordinary trading on the first section of the Tokyo Stock Exchange on July 28, 2010, which is the day immediately preceding the day on which the Company announced the commencement of the Tender Offer, (ii) 22.1% over the simple average closing price of 909 yen (rounded down to a whole number; the same shall apply to indications of prices in yen hereinafter in this paragraph) in ordinary trading in the previous one-month period (from June 29, 2010 to July 28, 2010), (iii) 17.1% over the simple average closing price of 948 yen in ordinary trading in the previous three-month period (from April 30, 2010 to July 28, 2010) or (iv) 7.6% over the simple average closing price of 1,032 yen in ordinary trading in the previous six-month period (from January 29, 2010 to July 28, 2010).


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- 3 -

 

(Post amendment)

 

(omitted)

 

The Tender Offer Purchase Price of 1,110 yen per-share represents a premium of (i) 14.0% (rounded to the first decimal place; the same shall apply to indications of percentages hereinafter in this paragraph) over the closing price of the Target’s shares of common stock of 974 yen in ordinary trading on the first section of the Tokyo Stock Exchange on July 28, 2010, which is the day immediately preceding the day on which the Company announced the commencement of the Tender Offer, (ii) 22.1% over the simple average closing price of 909 yen (rounded down to a whole number; the same shall apply to indications of prices in yen hereinafter in this paragraph) in ordinary trading in the previous one-month period (from June 29, 2010 to July 28, 2010), (iii) 17.1% over the simple average closing price of 948 yen in ordinary trading in the previous three-month period (from April 30, 2010 to July 28, 2010) or (iv) 7.6% over the simple average closing price of 1,032 yen in ordinary trading in the previous six-month period (from January 29, 2010 to July 28, 2010).

 

In addition, the Tender Offer Purchase Price represents a premium of (i) 0.5% over the closing price of the Target’s shares of common stock of 1,105 yen in ordinary trading on the first section of the Tokyo Stock Exchange on August 20, 2010, which is the business day immediately preceding the commencement date of the Tender Offer, (ii) 4.7% over the simple average closing price of 1,060 yen in ordinary trading in the previous one-month period (from July 21, 2010 to August 20, 2010), (iii) 14.4% over the simple average closing price of 970 yen in ordinary trading in the previous three-month period (from May 21, 2010 to August 20, 2010) or (iv) 6.2% over the simple average closing price of 1,045 yen in ordinary trading in the previous six-month period (from February 22, 2010 to August 20, 2010).


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- 4 -

 

2. Outline of the Tender Offer and Other Information

 

(4) Calculation Base, Etc. of Tender Offer Purchase Price

 

(i) Basis of Calculation

 

(Prior to amendment)

 

(omitted)

 

The Tender Offer Purchase Price of 1,110 yen per-share represents a premium of (i) 14.0% (rounded to the first decimal place; the same shall apply to indications of percentages hereinafter in this paragraph) over the closing price of the Target’s shares of common stock of 974 yen in ordinary trading on the first section of the Tokyo Stock Exchange on July 28, 2010, which is the day immediately preceding the day on which the Company announced the commencement of the Tender Offer, (ii) 22.1% over the simple average closing price of 909 yen (rounded down to a whole number; the same shall apply to indications of prices in yen hereinafter in this paragraph) in ordinary trading in the previous one-month period (from June 29, 2010 to July 28, 2010), (iii) 17.1% over the simple average closing price of 948 yen in ordinary trading in the previous three-month period (from April 30, 2010 to July 28, 2010) or (iv) 7.6% over the simple average closing price of 1,032 yen in ordinary trading in the previous six-month period (from January 29, 2010 to July 28, 2010).

 

(Post amendment)

 

(omitted)

 

The Tender Offer Purchase Price of 1,110 yen per-share represents a premium of (i) 14.0% (rounded to the first decimal place; the same shall apply to indications of percentages hereinafter in this paragraph) over the closing price of the Target’s shares of common stock of 974 yen in ordinary trading on the first section of the Tokyo Stock Exchange on July 28, 2010, which is the day immediately preceding the day on which the Company announced the commencement of the Tender Offer, (ii) 22.1% over the simple average closing price of 909 yen (rounded down to a whole number; the same shall apply to indications of prices in yen hereinafter in this paragraph) in ordinary trading in the previous one-month period (from June 29, 2010 to July 28, 2010), (iii) 17.1% over the simple average closing price of 948 yen in ordinary trading in the previous three-month period (from April 30, 2010 to July 28, 2010) or (iv) 7.6% over the simple average closing price of 1,032 yen in ordinary trading in the previous six-month period (from January 29, 2010 to July 28, 2010).

 

In addition, the Tender Offer Purchase Price represents a premium of (i) 0.5% over the closing price of the Target’s shares of common stock of 1,105 yen in ordinary trading on the first section of the Tokyo Stock Exchange on August 20, 2010, which is the business day immediately preceding the commencement date of the Tender Offer, (ii) 4.7% over the simple average closing price of 1,060 yen in ordinary trading in the previous one-month period (from July 21, 2010 to August 20, 2010), (iii) 14.4% over the simple average closing price of 970 yen in ordinary trading in the previous three-month period (from May 21, 2010 to August 20, 2010) or (iv) 6.2% over the simple average closing price of 1,045 yen in ordinary trading in the previous six-month period (from February 22, 2010 to August 20, 2010).


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(5) Number of Share Certificates, Etc. Scheduled to be Purchased

 

(Prior to amendment)

 

Number of shares

scheduled to be

          purchased           

  

Minimum number of shares

scheduled to be purchased

  

Maximum number of

shares scheduled to be

purchased

356,913,031 shares

   Not applicable    Not applicable

 

(omitted)

 

Note 2)

   The number of shares scheduled to be purchased (356,913,031 shares) is calculated by deducting the sum of the number of shares of the Target held by the Tender Offeror as of July 29,2010 (383,049,035 shares) and the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 104th term that was submitted by the Target on June 18, 2010 (11,112,722 shares), from the number of issued shares as of March 31, 2010, as described in the securities report for the 104th term that was submitted by the Target on June 18, 2010 (751,074,788 shares).

 

(omitted)

 

(Post amendment)

 

Number of shares

scheduled to be

          purchased           

  

Minimum number of shares

scheduled to be purchased

  

Maximum number of

shares scheduled to be

purchased

356,913,031 shares

   Not applicable    Not applicable

 

(omitted)

 

Note 2)

   The number of shares scheduled to be purchased (356,913,031 shares) is calculated by deducting the sum of the number of shares of the Target held by the Tender Offeror as of July 29, 2010 (383,049,035 shares) and the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 104th term that was submitted by the Target on June 18, 2010 (11,112,722 shares), from the number of issued shares as of June 30, 2010, as described in the first quarterly report for the 105th term that was submitted by the Target on August 6, 2010 (751,074,788 shares).

 

(omitted)


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(6) Change in Ownership Percentage of Share Certificates, Etc. as a Result of Tender Offer

 

(Prior to amendment)

 

Number of Voting Rights Represented by Share Certificates, Etc. Held by the Tender Offeror before the Tender Offer      383,049 units  

(Ownership Percentage of Share Certificates, Etc.

before the Tender Offer: 51.77%)

Number of Voting Rights Represented by Share Certificates, Etc. Held by Special Related Parties before the Tender Offer      Not determined yet  

(Ownership Percentage of Share Certificates, Etc.

before the Tender Offer: Not determined yet)

Number of Voting Rights Represented by Share Certificates, Etc. Scheduled to be Purchased      356,913 units  

(Ownership Percentage of Share Certificates, Etc.

after the Tender Offer: 100.00%)

Total Number of Voting Rights of Shareholders, Etc. of the Target      734,722 units  

 

(omitted)

 

Note 3)

   The “Total Number of Voting Rights of Shareholders, Etc. of the Target” is the total number of voting rights of all shareholders as of March 31, 2010 as described in the securities report for the 104th term that was submitted by the Target on June 18, 2010 (indicated therein as 1,000 shares per unit). However, since the shares less than one unit and cross-held shares are also subject to the Tender Offer, in calculating the “Ownership Percentage of Share Certificates, Etc. before the Tender Offer” and the “Ownership Percentage of Share Certificates, Etc. after the Tender Offer,” the total number of voting rights (739,962 units), corresponding to the number of shares (739,962,066 shares) obtained by deducting the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 104th term that was submitted by the Target on June 18, 2010 (11,112,722 shares), from the total number of shares issued as of March 31, 2010 as described in the securities report for the 104th term that was submitted by the Target on June 18, 2010 (751,074,788 shares), is used as the denominator.

 

(omitted)


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- 7 -

 

(Post amendment)

 

Number of Voting Rights Represented by Share Certificates, Etc. Held by the Tender Offeror before the Tender Offer      383,049 units  

(Ownership Percentage of Share Certificates, Etc.

before the Tender Offer: 51.77%)

Number of Voting Rights Represented by Share Certificates, Etc. Held by Special Related Parties before the Tender Offer      4,813 units  

(Ownership Percentage of Share Certificates, Etc.

before the Tender Offer: 0.65%)

Number of Voting Rights Represented by Share Certificates, Etc. Scheduled to be Purchased      356,913 units  

(Ownership Percentage of Share Certificates, Etc.

after the Tender Offer: 100.00%)

Total Number of Voting Rights of Shareholders, Etc. of the Target      734,722 units  

 

(omitted)

 

Note 3)

   The “Total Number of Voting Rights of Shareholders, Etc. of the Target” is the total number of voting rights of all shareholders as of March 31, 2010 as described in the first quarterly report for the 105th term that was submitted by the Target on August 6, 2010 (indicated therein as 1,000 shares per unit). However, since the shares less than one unit and cross-held shares are also subject to the Tender Offer, in calculating the “Ownership Percentage of Share Certificates, Etc. before the Tender Offer” and the “Ownership Percentage of Share Certificates, Etc. after the Tender Offer,” the total number of voting rights (739,962 units), corresponding to the number of shares (739,962,066 shares) obtained by deducting the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 104th term that was submitted by the Target on June 18, 2010 (11,112,722 shares), from the total number of shares issued as of June 30, 2010 as described in the first quarterly report for the 105th term that was submitted by the Target on August 6, 2010 (751,074,788 shares), is used as the denominator.

 

(omitted)


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Disclaimer Regarding Forward-Looking Statements

 

This press release includes forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934) about Panasonic and its Group companies (the Panasonic Group). To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Panasonic Group in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Panasonic Group’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Panasonic undertakes no obligation to publicly update any forward-looking statements after the date of this press release. Investors are advised to consult any further disclosures by Panasonic in its subsequent filings with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and its other filings.

 

The risks, uncertainties and other factors referred to above include, but are not limited to, economic conditions, particularly consumer spending and corporate capital expenditures in the United States, Europe, Japan, China and other Asian countries; volatility in demand for electronic equipment and components from business and industrial customers, as well as consumers in many product and geographical markets; currency rate fluctuations, notably between the yen, the U.S. dollar, the euro, the Chinese yuan, Asian currencies and other currencies in which the Panasonic Group operates businesses, or in which assets and liabilities of the Panasonic Group are denominated; the possibility of the Panasonic Group incurring additional costs of raising funds, because of changes in the fund raising environment; the ability of the Panasonic Group to respond to rapid technological changes and changing consumer preferences with timely and cost-effective introductions of new products in markets that are highly competitive in terms of both price and technology; the possibility of not achieving expected results on the alliances or mergers and acquisitions including the acquisition of all shares of Panasonic Electric Works Co., Ltd. and SANYO Electric Co., Ltd. through tender offers and share exchanges; the ability of the Panasonic Group to achieve its business objectives through joint ventures and other collaborative agreements with other companies; the ability of the Panasonic Group to maintain competitive strength in many product and geographical areas; the possibility of incurring expenses resulting from any defects in products or services of the Panasonic Group; the possibility that the Panasonic Group may face intellectual property infringement claims by third parties; current and potential, direct and indirect restrictions imposed by other countries over trade, manufacturing, labor and operations; fluctuations in market prices of securities and other assets in which the Panasonic Group has holdings or changes in valuation of long-lived assets, including property, plant and equipment and goodwill, deferred tax assets and uncertain tax positions; future changes or revisions to accounting policies or accounting rules; as well as natural disasters including earthquakes, prevalence of infectious diseases throughout the world and other events that may negatively impact business activities of the Panasonic Group. The factors listed above are not all-inclusive and further information is contained in Panasonic’s latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange Commission.

 

# # #


Table of Contents

August 20, 2010

 

FOR IMMEDIATE RELEASE

 

Media Contacts:

 

Akira Kadota (Japan)

International PR

(Tel: +81-3-6403-3040)

 

Panasonic News Bureau (Japan)

(Tel: +81-3-3542-6205)

 

Jim Reilly (U.S.)

(Tel: +1-201-392-6067)

 

Anne Guennewig (Europe)

(Tel: +49-611-235-457)

  

Investor Relations Contacts:

 

Makoto Mihara (Japan)

Investor Relations

(Tel: +81-6-6908-1121)

 

Yuko Iwatsu (U.S.)

Panasonic Finance (America), Inc.

(Tel: +1-212-698-1360)

 

Hiroko Carvell (Europe)

Panasonic Finance (Europe) plc

(Tel: +44-20-3008-6887)

  
  
  
  
  
  
  
  
  
  
  

 

Panasonic Announces Additional Information regarding “Commencement of

Tender Offer for Shares of Common Stock of SANYO”

 

Osaka, August 20, 2010—Panasonic Corporation (NYSE: PC/TSE: 6752, the “Tender Offeror” or the “Company”) announced that it acquires all of the shares of common stock of SANYO Electric Co., Ltd. (TSE: 6764, the “Target”) (excluding the treasury shares owned by the Target) through a tender offer (the “Tender Offer”) on July 29, 2010. The commencement of the Tender Offer was subject to, among others, the nonoccurrence of any events that would have a material adverse effect on achieving the purpose of the Tender Offer, such as a material change in the Target’s or its subsidiaries’ management or assets. As the Company has confirmed that no events have occurred that would prevent the commencement of the Tender Offer, the Company announces that it has decided to implement the Tender Offer from August 23, 2010, as scheduled.

 

In addition, since the description of the press release “Panasonic Announces Commencement of Tender Offer for Shares of Common Stock of SANYO” dated July 29, 2010, has amendments, it has been amended as follows (the amendments are underlined):


Table of Contents

- 2 -

 

1. Purpose of the Tender Offer

 

(1) Overview of the Tender Offer

 

(Prior to amendment)

 

The Company currently owns 50.05% (3,082,309,227 shares) of the aggregate number of issued shares of the Target (as of March 31, 2010: 6,158,053,099 shares). The Target is a consolidated subsidiary of the Company; however, a decision was made recently to acquire all of the issued shares of the Target’s common stock (excluding the treasury shares owned by the Target) through the Tender Offer in order to make the Target the Company’s wholly-owned subsidiary. With respect to the Tender Offer, no maximum or minimum number of shares scheduled to be purchased has been established. The Tender Offer shall be commenced subject to, among others, the nonoccurrence of any events which would have a material adverse effect on achieving the purpose of the Tender Offer such as a material change in the Target’s or its subsidiaries’ management or assets.

 

(omitted)

 

(Post amendment)

 

The Company currently owns 50.05% (3,082,309,227 shares) of the aggregate number of issued shares of the Target (as of June 30, 2010: 6,158,053,099 shares). The Target is a consolidated subsidiary of the Company; however, a decision was made recently to acquire all of the issued shares of the Target’s common stock (excluding the treasury shares owned by the Target) through the Tender Offer in order to make the Target the Company’s wholly-owned subsidiary. With respect to the Tender Offer, no maximum or minimum number of shares scheduled to be purchased has been established.

 

(omitted)

 

(3) Measures to Ensure the Fairness of the Tender Offer such as Measures to Ensure the Fairness of the Tender Offer Purchase Price, and Measures to Avoid Conflicts of Interest

 

(i) Procurement of a Valuation Report from an Independent, Third-Party Valuation Institution


Table of Contents

- 3 -

 

(Prior to amendment)

 

(omitted)

 

The Tender Offer Purchase Price of 138 yen per-share represents a premium of (i) 16.9% (rounded to the first decimal place; the same shall apply to indications of percentages hereinafter in this paragraph) over the closing price of the Target’s shares of common stock of 118 yen in ordinary trading on the first section of the Tokyo Stock Exchange on July 28, 2010, which is the day immediately preceding the day on which the Company announced the commencement of the Tender Offer, (ii) 21.1% over the simple average closing price of 114 yen (rounded down to a whole number; the same shall apply to indications of prices in yen hereinafter in this paragraph) in ordinary trading in the previous one-month period (from June 29, 2010 to July 28, 2010), (iii) 9.5% over the simple average closing price of 126 yen in ordinary trading in the previous three-month period (from April 30, 2010 to July 28, 2010) or (iv) 0.7% over the simple average closing price of 137 yen in ordinary trading in the previous six-month period (from January 29, 2010 to July 28, 2010).

 

(Post amendment)

 

(omitted)

 

The Tender Offer Purchase Price of 138 yen per-share represents a premium of (i) 16.9% (rounded to the first decimal place; the same shall apply to indications of percentages hereinafter in this paragraph) over the closing price of the Target’s shares of common stock of 118 yen in ordinary trading on the first section of the Tokyo Stock Exchange on July 28, 2010, which is the day immediately preceding the day on which the Company announced the commencement of the Tender Offer, (ii) 21.1% over the simple average closing price of 114 yen (rounded down to a whole number; the same shall apply to indications of prices in yen hereinafter in this paragraph) in ordinary trading in the previous one-month period (from June 29, 2010 to July 28, 2010), (iii) 9.5% over the simple average closing price of 126 yen in ordinary trading in the previous three-month period (from April 30, 2010 to July 28, 2010) or (iv) 0.7% over the simple average closing price of 137 yen in ordinary trading in the previous six-month period (from January 29, 2010 to July 28, 2010).

 

In addition, the Tender Offer Purchase Price represents a premium of (i) 0.7% over the closing price of the Target’s shares of common stock of 137 yen in ordinary trading on the first section of the Tokyo Stock Exchange on August 20, 2010, which is the business day immediately preceding the commencement date of the Tender Offer, (ii) 5.3% over the simple average closing price of 131 yen in ordinary trading in the previous one-month period (from July 21, 2010 to August 20, 2010), (iii) 9.5% over the simple average closing price of 126 yen in ordinary trading in the previous three-month period (from May 21, 2010 to August 20, 2010) or (iv) 1.5% over the simple average closing price of 136 yen in ordinary trading in the previous six-month period (from February 22, 2010 to August 20, 2010).


Table of Contents

- 4 -

 

2. Outline of the Tender Offer and Other Information

 

(4) Calculation Base, Etc. of Tender Offer Purchase Price

 

(i) Basis of Calculation

 

(Prior to amendment)

 

(omitted)

 

The Tender Offer Purchase Price of 138 yen per-share represents a premium of (i) 16.9% (rounded to the first decimal place; the same shall apply to indications of percentages hereinafter in this paragraph) over the closing price of the Target’s shares of common stock of 118 yen in ordinary trading on the first section of the Tokyo Stock Exchange on July 28, 2010, which is the day immediately preceding the day on which the Company announced the commencement of the Tender Offer, (ii) 21.1% over the simple average closing price of 114 yen (rounded down to a whole number; the same shall apply to indications of prices in yen hereinafter in this paragraph) in ordinary trading in the previous one-month period (from June 29, 2010 to July 28, 2010), (iii) 9.5% over the simple average closing price of 126 yen in ordinary trading in the previous three-month period (from April 30, 2010 to July 28, 2010) or (iv) 0.7% over the simple average closing price of 137 yen in ordinary trading in the previous six-month period (from January 29, 2010 to July 28, 2010).

 

(Post amendment)

 

(omitted)

 

The Tender Offer Purchase Price of 138 yen per-share represents a premium of (i) 16.9% (rounded to the first decimal place; the same shall apply to indications of percentages hereinafter in this paragraph) over the closing price of the Target’s shares of common stock of 118 yen in ordinary trading on the first section of the Tokyo Stock Exchange on July 28, 2010, which is the day immediately preceding the day on which the Company announced the commencement of the Tender Offer, (ii) 21.1% over the simple average closing price of 114 yen (rounded down to a whole number; the same shall apply to indications of prices in yen hereinafter in this paragraph) in ordinary trading in the previous one-month period (from June 29, 2010 to July 28, 2010), (iii) 9.5% over the simple average closing price of 126 yen in ordinary trading in the previous three-month period (from April 30, 2010 to July 28, 2010) or (iv) 0.7% over the simple average closing price of 137 yen in ordinary trading in the previous six-month period (from January 29, 2010 to July 28, 2010).

 

In addition, the Tender Offer Purchase Price represents a premium of (i) 0.7% over the closing price of the Target’s shares of common stock of 137 yen in ordinary trading on the first section of the Tokyo Stock Exchange on August 20, 2010, which is the business day immediately preceding the commencement date of the Tender Offer, (ii) 5.3% over the simple average closing price of 131 yen in ordinary trading in the previous one-month period (from July 21, 2010 to August 20, 2010), (iii) 9.5% over the simple average closing price of 126 yen in ordinary trading in the previous three-month period (from May 21, 2010 to August 20, 2010) or (iv) 1.5% over the simple average closing price of 136 yen in ordinary trading in the previous six-month period (from February 22, 2010 to August 20, 2010).


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- 5 -

 

(5) Number of Share Certificates, Etc. Scheduled to be Purchased

 

(Prior to amendment)

 

Number of shares

scheduled to be

               purchased          

  

Minimum number of shares

scheduled to be purchased

  

Maximum number of

shares scheduled to be

purchased

3,059,465,509 shares    Not applicable    Not applicable

 

(omitted)

 

Note 2) The number of shares scheduled to be purchased (3,059,465,509 shares) is calculated by deducting the sum of the number of shares of the Target held by the Tender Offeror as of July 29, 2010 (3,082,309,227 shares) and the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 86th term that was submitted by the Target on June 23, 2010 (16,278,363 shares), from the number of issued shares as of March 31, 2010, as described in the securities report for the 86th term that was submitted by the Target on June 23, 2010 (6,158,053,099 shares).

 

(omitted)

 

(Post amendment)

 

Number of shares

scheduled to be

               purchased          

  

Minimum number of shares

scheduled to be purchased

  

Maximum number of

shares scheduled to be

purchased

3,059,465,509 shares    Not applicable    Not applicable

 

(omitted)

 

Note 2) The number of shares scheduled to be purchased (3,059,465,509 shares) is calculated by deducting the sum of the number of shares of the Target held by the Tender Offeror as of July 29, 2010 (3,082,309,227 shares) and the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 86th term that was submitted by the Target on June 23, 2010 (16,278,363 shares), from the number of issued shares as of June 30, 2010, as described in the first quarterly report for the 87th term that was submitted by the Target on August 4, 2010 (6,158,053,099 shares).

 

(omitted)


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- 6 -

 

(6) Change in Ownership Percentage of Share Certificates, Etc. as a Result of Tender Offer

 

(Prior to amendment)

 

Number of Voting Rights Represented by Share Certificates, Etc. Held by the Tender Offeror before the Tender Offer      3,082,309 units  

(Ownership Percentage of Share Certificates, Etc.

before the Tender Offer: 50.19%)

Number of Voting Rights Represented by Share Certificates, Etc. Held by Special Related Parties before the Tender Offer      Not determined yet  

(Ownership Percentage of Share Certificates, Etc.

before the Tender Offer: Not determined yet)

Number of Voting Rights Represented by Share Certificates, Etc. Scheduled to be Purchased      3,059,465 units  

(Ownership Percentage of Share Certificates, Etc.

after the Tender Offer: 100.00%)

Total Number of Voting Rights of Shareholders, Etc. of the Target      6,130,300 units  

 

(omitted)

 

Note 3) The “Total Number of Voting Rights of Shareholders, Etc. of the Target” is the total number of voting rights of all shareholders as of March 31, 2010 as described in the securities report for the 86th term that was submitted by the Target on June 23, 2010 (indicated therein as 1,000 shares per unit). However, since the shares less than one unit and cross-held shares are also subject to the Tender Offer, in calculating the “Ownership Percentage of Share Certificates, Etc. before the Tender Offer” and the “Ownership Percentage of Share Certificates, Etc. after the Tender Offer,” the total number of voting rights (6,141,774 units), corresponding to the number of shares (6,141,774,736 shares) obtained by deducting the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 86th term that was submitted by the Target on June 23, 2010 (16,278,363 shares), from the total number of shares issued as of March 31, 2010 as described in the securities report for the 86th term that was submitted by the Target on June 23, 2010 (6,158,053,099 shares), is used as the denominator.


Table of Contents

- 7 -

 

(omitted)

 

(Post amendment)

 

Number of Voting Rights Represented by Share Certificates, Etc. Held by the Tender Offeror before the Tender Offer      3,082,309 units  

(Ownership Percentage of Share Certificates, Etc.

before the Tender Offer: 50.19%)

Number of Voting Rights Represented by Share Certificates, Etc. Held by Special Related Parties before the Tender Offer      5,552 units  

(Ownership Percentage of Share Certificates, Etc.

before the Tender Offer: 0.09%)

Number of Voting Rights Represented by Share Certificates, Etc. Scheduled to be Purchased      3,059,465 units  

(Ownership Percentage of Share Certificates, Etc.

after the Tender Offer: 100.00%)

Total Number of Voting Rights of Shareholders, Etc. of the Target      6,130,300 units  

 

(omitted)

 

Note 3) The “Total Number of Voting Rights of Shareholders, Etc. of the Target” is the total number of voting rights of all shareholders as of March 31, 2010 as described in the first quarterly report for the 87th term that was submitted by the Target on August 4, 2010 (indicated therein as 1,000 shares per unit). However, since the shares less than one unit and cross-held shares are also subject to the Tender Offer, in calculating the “Ownership Percentage of Share Certificates, Etc. before the Tender Offer” and the “Ownership Percentage of Share Certificates, Etc. after the Tender Offer,” the total number of voting rights (6,141,774 units), corresponding to the number of shares (6,141,774,736 shares) obtained by deducting the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 86th term that was submitted by the Target on June 23, 2010 (16,278,363 shares), from the total number of shares issued as of June 30, 2010 as described in the first quarterly report for the 87th term that was submitted by the Target on August 4, 2010 (6,158,053,099 shares), is used as the denominator.

 

(omitted)


Table of Contents

- 8 -

 

4. Other Matters

 

(2) Other Relevant information Necessary for Investor’s Decision of the Target

 

(Post amendment: Without changing the contents stated in prior to amendment, add a description of the following (v))

 

(Omitted)

 

(v) According to the press release announced by the Target on August 20, 2010 entitled “Notice Concerning Dissolution of Subsidiary (SANYO GS Soft Energy Co., Ltd.) and Possible Inability to Collect Account Receivables,” the Target resolved to end the business of its consolidated subsidiary, SANYO GS Soft Energy Co., Ltd. (a joint venture between the Target and GS Yuasa Corporation; the Target’s investment ratio: 51%; hereinafter “SGS”), around the end of February 2011 and, thereafter, to promptly dissolve SGS and implement a special liquidation. In addition, in accordance with such dissolution, there arose the possible inability to collect the Target’s account receivables against SGS (a short-term loan of 4 billion yen (estimate)). According to said press release, the influence of SGS’s dissolution and the Target’s inability to collect account receivables on the Target’s consolidated business results is minor.


Table of Contents

- 9 -

 

Disclaimer Regarding Forward-Looking Statements

 

This press release includes forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934) about Panasonic and its Group companies (the Panasonic Group). To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Panasonic Group in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Panasonic Group’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Panasonic undertakes no obligation to publicly update any forward-looking statements after the date of this press release. Investors are advised to consult any further disclosures by Panasonic in its subsequent filings with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and its other filings.

 

The risks, uncertainties and other factors referred to above include, but are not limited to, economic conditions, particularly consumer spending and corporate capital expenditures in the United States, Europe, Japan, China and other Asian countries; volatility in demand for electronic equipment and components from business and industrial customers, as well as consumers in many product and geographical markets; currency rate fluctuations, notably between the yen, the U.S. dollar, the euro, the Chinese yuan, Asian currencies and other currencies in which the Panasonic Group operates businesses, or in which assets and liabilities of the Panasonic Group are denominated; the possibility of the Panasonic Group incurring additional costs of raising funds, because of changes in the fund raising environment; the ability of the Panasonic Group to respond to rapid technological changes and changing consumer preferences with timely and cost-effective introductions of new products in markets that are highly competitive in terms of both price and technology; the possibility of not achieving expected results on the alliances or mergers and acquisitions including the acquisition of all shares of Panasonic Electric Works Co., Ltd. and SANYO Electric Co., Ltd. through tender offers and share exchanges; the ability of the Panasonic Group to achieve its business objectives through joint ventures and other collaborative agreements with other companies; the ability of the Panasonic Group to maintain competitive strength in many product and geographical areas; the possibility of incurring expenses resulting from any defects in products or services of the Panasonic Group; the possibility that the Panasonic Group may face intellectual property infringement claims by third parties; current and potential, direct and indirect restrictions imposed by other countries over trade, manufacturing, labor and operations; fluctuations in market prices of securities and other assets in which the Panasonic Group has holdings or changes in valuation of long-lived assets, including property, plant and equipment and goodwill, deferred tax assets and uncertain tax positions; future changes or revisions to accounting policies or accounting rules; as well as natural disasters including earthquakes, prevalence of infectious diseases throughout the world and other events that may negatively impact business activities of the Panasonic Group. The factors listed above are not all-inclusive and further information is contained in Panasonic’s latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange Commission.

 

# # #


Table of Contents

August 20, 2010

 

FOR IMMEDIATE RELEASE

 

Media Contacts:

 

Akira Kadota (Japan)

(Tel: +81-3-6403-3040)

 

Panasonic News Bureau (Japan)

(Tel: +81-3-3542-6205)

 

Panasonic to Strengthen PDP Production in China

- Panasonic will strengthen production of plasma display panels in China,

a rapidly growing flat-panel TV market -

 

Osaka, Japan August 20, 2010—Panasonic Corporation (NYSE:PC/TSE:6752, “Panasonic”) announced today that the company will move a part of plasma display panel production facilities at its third domestic PDP plant in Amagasaki City, near Osaka, to Panasonic Plasma Display (Shanghai) Co., Ltd. (PPDS) in Shanghai, China, to better respond to robust demand for flat-panel TVs in China.

 

PPDS, established in January 2001 as a joint venture between Panasonic, then called Matsushita Electric Industrial Co., Ltd., and Shanghai City, commenced operations in December of the same year and has been engaged in production of plasma display panels and assembling TV sets. The company is producing the equivalent of 25,000 42-inch plasma display panels per month at its plant in Pudong New Area. To accommodate the additional production facility and maximize production efficiencies, PPDS plans to relocate to the nearby Pudong Jinqiao Development Zone. The new production facility plans to commence production with a monthly capacity equivalent to approximately 120,000 42-inch panels in April 2012. Panasonic intends to maximize production efficiency by further utilizing the integrated production system from plasma display panels to assembling TV sets.

 

The flat-panel TV market is expected to continue growing globally, exceeding 240 million sets in 2012. China’s flat-panel TV market is likely to surpass 50 million units by that time, becoming the world’s largest. The demand for plasma TVs with large-screen and high picture quality is also expected to grow in China driven by digital TV broadcasting and increased consumer interest in Full HD 3D plasma TVs.

 

The build-up of PPDS will give Panasonic a stronger structure to meet the growing demand in China as well as enable Panasonic to improve the group-wide cost competitiveness, thereby Panasonic continues to push ahead with its growth strategy in the global flat-panel TV market.


Table of Contents

Profile of PPDS

 

Current Site

 

Name    Panasonic Plasma Display (Shanghai) Co., Ltd. (PPDS)
Location    No. 1398 Jinsui Road, Jinqiao Export Processing Zone, Pudong New Area, Shanghai, 201206, China
Capital    US$165,000,000
Joint Venture Partner    SVA Electron Co., Ltd.
Ownership Ratios   

Panasonic Corporation: 26.0%

Panasonic Corporation of China: 25.0%

SVA Electron Co., Ltd.: 43.0%

Shanghai Industrial Investment (Group) Co., Ltd.: 3.8%

SVA (Group) Co., Ltd.: 2.2%

President   

Chairman: Qiang Wang (President of Shanghai Yidian Holding (Group) Co., Ltd.)

Managing Director: Daisuke Motomiya

Board of Directors    Panasonic: 3 members; China: 3 members
Business Operations    Manufacture and sales of plasma display panels, modules and assembly
Construction    January 20, 2001
Production    Plasma display assembly commenced in December 2001
Employees    Approximately 1,700 (as of end of March 2010)
Floor Space    Approximately 56,000 square meters (lot area: Approximately 81,000 square meters)

 

New Site

 

New Location    Jinqiao Development Zone, Pudong, Shanghai
Construction    December 2010 (plan)
Production    April 2012 (plan)
Employees    Approximately 2,000 at the time of operation
Floor Space    Approximately 85,000 square meters (lot area: Approximately 100,000 square meters)

 

About Panasonic

 

Panasonic Corporation is a worldwide leader in the development and manufacture of electronic products for a wide range of consumer, business, and industrial needs. Based in Osaka, Japan, the company recorded consolidated net sales of 7.42 trillion yen (US$79.4 billion) for the year ended March 31, 2010. The company’s shares are listed on the Tokyo, Osaka, Nagoya and New York (NYSE: PC) stock exchanges. For more information on the company and the Panasonic brand, visit the company’s website at http://panasonic.net.

 

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