OMRON Corporation and Subsidiaries

Transcription

1 OMRON Corporation and Subsidiaries Consolidated Balance Sheets as of March 31, 2017 and 2016 and Consolidated Statements of Income, Comprehensive Income, Shareholders' Equity and Cash Flows for Each of the Three Years in the Period Ended March 31, 2017 and Independent Auditors' Report

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3 OMRON Corporation and Subsidiaries Consolidated Balance Sheets March 31, 2017 and 2016 ASSETS CURRENT ASSETS: Cash and cash equivalents (Note 1) 126,026 82,910 Notes and accounts receivable - trade (Note 4) 169, ,093 Allowance for doubtful receivables (Note 1) (1,320) (1,654) Inventories (Note 1, 2) 109, ,267 Deferred income taxes (Note 1, 12) 19,123 18,469 Other current assets (Note 3, 16, 17, 19) 13,461 17,524 Total current assets 435, ,609 PROPERTY, PLANT, AND EQUIPMENT (Note 1, 6, 19): Land 25,550 26,376 Buildings 141, ,412 Machinery and equipment 189, ,499 Construction in progress 6,104 6,142 Total 362, ,429 Accumulated depreciation (234,852) (236,864) Net property, plant, and equipment 127, ,565 INVESTMENTS AND OTHER ASSETS: Goodwill (Note 1, 5, 19, 21) 30,385 30,253 Investments in and advances to affiliates (Note 1) 25,303 25,048 Investment securities (Note 1, 3, 19) 27,006 37,055 Leasehold deposits 6,907 6,758 Deferred income taxes (Note 1, 12) 21,101 22,080 Other assets (Note 1, 5, 6, 19, 21) 23,480 25,957 Total investments and other assets 134, ,151 TOTAL 697, ,325 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes and accounts payable - trade 89,362 82,606 Accrued expenses 39,354 37,975 Income taxes payable 6,994 6,890 Other current liabilities (Note 1, 7, 9, 12, 16, 17, 18, 19) 36,371 35,192 Total current liabilities 172, ,663 DEFERRED INCOME TAXES (Note 1, 12) TERMINATION AND RETIREMENT BENEFITS (Note 1, 9) 43,708 62,289 OTHER LONG-TERM LIABILITIES (Note 18) 10,392 10,679 SHAREHOLDERS' EQUITY (Note 1, 10): Common stock, no par value: Authorized: 487,000,000 shares in 2017 and 2016 Issued: 213,958,172 shares in 2017 and ,100 64,100 Capital surplus 99,138 99,101 Legal reserve 17,813 15,194 Retained earnings 346, ,171 Accumulated other comprehensive income (loss) (Note 1, 15) (57,363) (50,204) Treasury stock, at cost 152,836 shares and 149,398 shares in 2017 and 2016, respectively (659) (644) Total shareholders' equity 469, ,718 NONCONTROLLING INTERESTS 1,728 2,316 Total net assets 470, ,034 TOTAL 697, ,325 See notes to consolidated financial statements

4 OMRON Corporation and Subsidiaries Consolidated Statements of Income Years Ended March 31, 2017, 2016 and NET SALES (Note 1) 794, , ,252 COSTS AND EXPENSES (Note 8): Cost of sales 482, , ,645 Selling, general and administrative expenses (Note 1) 193, , ,103 Research and development expenses 50,697 52,790 47,913 Other expenses (income), net (Note 11) 2,074 (3,399) (797) Total 728, , ,864 INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF AFFILIATES 65,492 65,686 87,388 INCOME TAXES (Note 1, 12) 19,882 20,043 28,893 EQUITY IN EARNINGS OF AFFILIATES (712) (2,039 ) (3,937) NET INCOME 46,322 47,682 62,432 NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS NET INCOME ATTRIBUTABLE TO SHAREHOLDERS 45,987 47,290 62,170 Yen PER SHARE DATA (Note 13): Net income attributable to shareholders: Basic Diluted See notes to consolidated financial statements

5 OMRON Corporation and Subsidiaries Consolidated Statements of Comprehensive Income Years Ended March 31, 2017, 2016 and NET INCOME 46,322 47,682 62,432 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX (Note 15): Foreign currency translation adjustments: Foreign currency translation adjustments arising during the year (9,003) (23,916) 21,846 Reclassification adjustment for the portion realized in net income (7) - - Net unrealized gain (loss) (9,010) (23,916) 21,846 Pension liability adjustments: Pension liability adjustments arising during the year 4,908 (29,525) 227 Reclassification adjustment for the portion realized in net income 3,046 1,486 1,316 Net unrealized gain (loss) 7,954 (28,039) 1,543 Unrealized gains (losses) on available-for-sale securities: Unrealized holding gains (losses) arising during the year 1,164 (5,776) 7,074 Reclassification adjustment for the portion realized in net income (7,283) (4,818) (3,062) Net unrealized gain (loss) (6,119) (10,594) 4,012 Net gains (losses) on derivative instruments: Unrealized holding gains (losses) arising during the year (656) Reclassification adjustment for the portion realized in net income (1,109) (946) 975 Net unrealized gain (loss) (126) (288) 319 OTHER COMPREHENSIVE INCOME (LOSS) (7,301) (62,837 ) 27,720 COMPREHENSIVE INCOME (LOSS) 39,021 (15,155 ) 90,152 COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS (Note 1) 38,828 (15,403) 89,821 See notes to consolidated financial statements

6 OMRON Corporation and Subsidiaries Consolidated Statements of Shareholders' Equity Years Ended March 31, 2017, 2016 and 2015 Number of Common Shares Issued Common Stock Capital Surplus Legal Reserve Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Shareholders' Equity Noncontrolling Interests Total Net Assets BALANCE, MARCH 31, ,121,372 64,100 99,067 11, ,853 (15,162) (16,545 ) 430,509 2, ,778 Net income 62,170 62, ,432 Cash dividends paid to OMRON Corporation shareholders, 71 per share (15,513) (15,513) (15,513) Cash dividends paid to noncontrolling interests - (277) (277) Equity transaction with noncontrolling interests and other Transfer to legal reserve 2,207 (2,207) - - Other comprehensive income (loss) 27,651 27, ,720 Acquisition of treasury stock (15,054) (15,054) (15,054) Sale of treasury stock Retirement of treasury stock (9,723,500) (2) (31,129) 31, Issuance of stock acquisition right BALANCE, MARCH 31, ,397,872 64,100 99,070 13, ,174 12,489 (467 ) 489,769 2, ,094 Net income 47,290 47, ,682 Cash dividends paid to OMRON Corporation shareholders, 68 per share (14,656) (14,656) (14,656) Cash dividends paid to noncontrolling interests - (256) (256) Equity transaction with noncontrolling interests and other - (1) (1) Transfer to legal reserve 1,791 (1,791) - - Other comprehensive income (loss) (62,693) (62,693) (144) (62,837) Acquisition of treasury stock (15,023) (15,023) (15,023) Sale of treasury stock Retirement of treasury stock (3,439,700) (14,846) 14, Issuance of stock acquisition right BALANCE, MARCH 31, ,958,172 64,100 99,101 15, ,171 (50,204) (644 ) 444,718 2, ,034 Net income 45,987 45, ,322 Cash dividends paid to OMRON Corporation shareholders, 68 per share (14,539) (14,539) (14,539) Cash dividends paid to noncontrolling interests - (297) (297) Equity transaction with noncontrolling interests and other (484) (470) Transfer to legal reserve 2,619 (2,619) - - Other comprehensive income (loss) (7,159) (7,159) (142) (7,301) Acquisition of treasury stock (16) (16) (16) Sale of treasury stock (0) Issuance of stock acquisition right BALANCE, MARCH 31, ,958,172 64,100 99,138 17, ,000 (57,363) (659 ) 469,029 1, ,757 See notes to consolidated financial statements

7 OMRON Corporation and Subsidiaries Consolidated Statements of Cash Flows Years Ended March 31, 2017, 2016 and OPERATING ACTIVITIES: Net income 46,322 47,682 62,432 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 28,966 31,460 28,339 Net loss (gain) on sales and disposals of property, plant, and equipment 705 (485) 3,432 Impairment losses on long-lived assets 12, Net gain on sale of investment securities (3,764) (1,499) (4,337) Impairment losses on investment securities Gain on contribution of securities to retirement benefit trust (7,004) (4,140) - Termination and retirement benefits 2, (17,427) Deferred income taxes 11 2,283 11,938 Equity in earnings of affiliates (712) (2,039) (3,937) Gain on sale of business (3,686) - - Changes in assets and liabilities: Decrease (increase) in notes and accounts receivable - trade (8,923) 9,436 3,384 Decrease (increase) in inventories (7,112) 6,061 (10,671) Decrease (increase) in other assets 2,604 1,003 (2,828) Increase (decrease) in notes and accounts payable - trade 8,384 (7,189) 1,658 Increase (decrease) in income taxes payable 852 3,433 (3,127) Increase (decrease) in accrued expenses and other current liabilities 5,097 (4,614) 6,318 Other, net (284) 1,586 1,580 Total adjustments 31,553 36,525 14,625 Net cash provided by operating activities 77,875 84,207 77,057 INVESTING ACTIVITIES: Proceeds from sale or maturities of investment securities 4,606 2,214 5,274 Purchase of investment securities (3,274) (330) (603) Capital expenditures (25,816) (37,903) (37,123) Decrease (increase) in leasehold deposits, net (145) Proceeds from sale of property, plant, and equipment 2,278 2, Decrease (increase) in investment in and loans to affiliates 30 (20) (30) Proceeds from sale of business, net of cash paid 7, Acquisition of business, net of cash acquired - (33,448) (8,003) Other, net Net cash used in investing activities (15,041) (67,116) (39,517) FINANCING ACTIVITIES: Net borrowings (repayments) of short-term debt (853) Dividends paid by the Company (14,539) (16,077) (12,985) Dividends paid to noncontrolling interests (297) (256) (277) Payments for equity transactions with noncontrolling interests (470) - - Acquisition of treasury stock (16) (15,023) (15,054) Other, net 155 (196) (134) Net cash used in financing activities (15,012) (31,550) (29,303) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (4,706) (5,253) 4,134 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 43,116 (19,712) 12,371 CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 82, ,622 90,251 CASH AND CASH EQUIVALENTS AT END OF THE YEAR 126,026 82, ,622 See notes to consolidated financial statements

8 OMRON Corporation and Subsidiaries Notes to Consolidated Financial Statements 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations OMRON Corporation (the "Company") is a multinational manufacturer of automation components, equipment and systems with advanced computer, communications, and control technologies. The Company conducts business in more than 30 countries around the world and strategically manages its worldwide operations through five regional management centers in the United States, the Netherlands, China, Singapore and Korea. Products, classified by type and market, are organized into operating segments as described below. Industrial Automation Business (IAB) manufactures and sells control components and systems, including programmable controllers, motion controllers, sensing devices, inspection systems, safety devices, industrial robots, precision laser processing equipment, and control devices used in automatic systems in industry. Industrial automation business targets a wide range of customers in major manufacturing industries worldwide to provide manufacturing support using sensing and control technology that stays ahead of customer needs. Electronic and Mechanical Components Business (EMC) manufactures and sells electric and electronic components such as those found in relays, switches, connectors, amusement components and units, sensors for consumers, face recognition software, and image sensing component (HVC: human vision component). Electronic and mechanical components business also provides built-in control components for commercial and customer devices, automotive devices, environmental and energy devices, industrial equipment, and built-in components for mobile devices such as mobile phones. Automotive Electronic Components Business (AEC) conducts design, production, and sales of automotive electronics to vehicle and component manufacturers throughout the world. The group provides products such as automotive body electronics controllers, electric power steering controllers, passive entry and push engine start systems, keyless entry systems, power window switches and various automotive switches, and power conversion units and voltage monitoring units for electric vehicles. Social Systems Solution and Service Business (SSB) creates solutions using sensing & control technologies, software, and total maintenance services for safer, more secure, and more comfortable communities, and works with customers to contribute to building an optimized society. The group provides products such as railway station service systems, traffic and road management systems, card payment services, security and safety solutions, energy management business, and related maintenance business. Healthcare Business (HCB) provides numerous types of products and services worldwide that aid in the prevention, improvement, and management of lifestyle diseases from household-use measurement devices to professional medical equipment in order to contribute to the health and comfortable life for people. The group provides products such as digital blood pressure monitors, digital thermometers, body composition monitors, pedometers and activity meters, electric toothbrushes, sleep time monitors, low-frequency therapy equipment, massagers, blood glucose monitors, nebulizers, oxygen generators, ECGs, vascular screening devices and visceral fat monitors

9 Other develops and strengthens businesses as well as explores and develops new business fields under the direct control of headquarters. The group provides products such as solar power conditioners, electricity storage system, electrical power measuring devices, power protection devices, uninterruptible power supplies, OEM development and manufacturing of electronic equipment, MEMS pressure sensors, MEMS thermal sensors, MEMS flow sensors, MEMS microphones, analog ICs, contract chip manufacturing services, and high-quality backlight units for LCDs (MEMS: Micro-Electro-Mechanical Systems). Basis of Financial Statements The accompanying consolidated financial statements are stated in Japanese yen. Based upon requirements for depositary receipts issued in Europe, they are presented in accordance with accounting principles generally accepted in the United States of America. Certain reclassifications have been made to amounts previously reported in order to conform to classifications as of and for the year ended March 31, The Company is not registered with the Securities and Exchange Commission in the United States of America. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries (collectively, the "Companies"). All significant intercompany accounts and transactions have been eliminated in consolidation. Investments, in which the Companies have a 20% to 50% interest (affiliates), are accounted for using the equity method. The consolidated financial statements include all the Company's subsidiaries (164 companies at March 31, 2017 and 168 companies at March 31, 2016). Application of Equity Method Investments in the Company's affiliated companies are accounted for using the equity method. Affiliated companies recorded using the equity method: Hitachi-Omron Terminal Solutions, Corp. and others. Total: 16 companies and 17 companies as of March 31, 2017 and 2016, respectively. Differing Fiscal Year-Ends There are 42 subsidiaries, 43 subsidiaries and 34 subsidiaries as of March 31, 2017, 2016 and 2015, respectively, which have different fiscal year-ends from that of the Company. 40 subsidiaries, 41 subsidiaries and 32 subsidiaries as of March 31, 2017, 2016 and 2015, respectively, used its March 31 year-end financial statements for the purpose of the Company's consolidation. For the remaining subsidiaries, the effect due to the difference in fiscal year-ends did not have a material effect on the Company's consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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

10 Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less, including time deposits, commercial paper, and securities purchased with resale agreements and money market instruments. Allowance for Doubtful Receivables An allowance for doubtful receivables is established in amounts considered to be appropriate based primarily upon the Companies' past credit loss experience and an evaluation of potential losses within the outstanding receivables. Marketable Securities and Investments The Companies classify all of their marketable equity and debt securities as available-for-sale. Available-forsale securities are carried at market value with the corresponding recognition of net unrealized holding gains and losses as a separate component of accumulated other comprehensive income (loss), net of related taxes, until recognized. If necessary, individual securities classified as available-for-sale are reduced to fair value by a charge to income in the period in which the decline is deemed to be other-than-temporary. Available-forsale securities are reviewed for other-than-temporary declines in the carrying amount based on criteria that include the length of time and the extent to which the market value has been less than cost, the financial condition, and near-term prospects of the issuer and the Company's intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value. Other investments are accounted for at cost and tested for impairment periodically. The cost of securities sold is determined on the average cost basis. Inventories Domestic inventories are mainly stated at the lower of cost, determined by the first-in, first-out method, or market value. Also, overseas inventories are mainly stated at the lower of cost, determined by the movingaverage method, or market value. Property, Plant, and Equipment Property, plant, and equipment are stated at cost. Depreciation of property, plant, and equipment has been computed principally by the declining-balance method based upon the estimated useful lives of the assets. However, certain of the Company's subsidiaries located outside Japan have computed depreciation using the straight-line method based upon the estimated useful lives of the assets. The estimated useful lives primarily range from 3 to 50 years for buildings and from 2 to 15 years for machinery and equipment. Depreciation expense was 23,136 million, 26,041 million, and 23,409 million for the years ended March 31, 2017, 2016 and 2015, respectively. Goodwill and Other Intangible Assets The Companies account for goodwill and other intangible assets in accordance with the Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) No. 350, "Intangibles - Goodwill and Other", which requires that goodwill no longer be amortized, but instead tested for impairment at least annually. ASC No. 350 also requires recognized intangible assets with finite lives be amortized over their respective estimated useful lives and reviewed for impairment. Any recognized intangible asset determined to have an indefinite useful life is not to be amortized, but instead tested for impairment at least annually

11 Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might be unrecoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted cash flows expected to be generated by the asset. If such assets are considered to be potentially impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value. Assets to be disposed of other than by sale are considered held and used until disposed. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less selling costs. Advertising Costs Advertising costs are charged to earnings as incurred and included in selling, general and administrative expenses. Advertising expense was 8,293 million, 9,259 million, and 9,963 million for the years ended March 31, 2017, 2016 and 2015, respectively. Shipping and Handling Charges Shipping and handling charges are included in selling, general, and administrative expenses. Shipping and handling charges were 8,852 million, 9,669 million, and 9,411 million for the years ended March 31, 2017, 2016 and 2015, respectively. Termination and Retirement Benefits Termination and retirement benefits are accounted for and are disclosed in accordance with ASC No. 715, "Compensation - Retirement Benefits", based on the fiscal year end fair value of plan assets and the projected benefit obligations of employees. The provision for termination and retirement benefits includes amounts for directors and corporate auditors of the Companies. Income Taxes Deferred income taxes reflect the tax consequences on future years of differences between the tax bases of assets and liabilities and their financial reporting amounts, operating loss carryforwards, and tax credit carryforwards. Future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, are recognized to the extent that such benefits are more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Companies have adopted ASC No. 740, "Accounting for Uncertainty in Income Taxes". In evaluating the tax benefits based on available information at the reporting date, the Company records a tax benefit using a more likely than not threshold. The Company and certain domestic subsidiaries compute current income taxes based on consolidated taxable income as permitted by Japanese tax regulations. Consumption Taxes and Other Value-Added Taxes Consumption taxes and other value-added taxes have been excluded from sales. Product Warranties Liability for estimated warranty-related costs is established at the time revenue is recognized and is included in other current liabilities. The liability is established using historical information, including the nature, frequency, and average cost of past warranty claims

12 Derivatives Derivative instruments and hedging activities are accounted for in accordance with ASC No. 815, "Derivatives and Hedging". This standard establishes accounting and reporting standards for derivative instruments and for hedging activities and requires that an entity recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at fair value. For forward exchange contracts, currency option contracts and commodity swap contracts, on the date the derivative contract is entered into, the Companies designate the derivative as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). The Companies formally document all relationships between hedging instruments and hedged items, as well as their risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to specific assets and liabilities in the consolidated balance sheet or to specific firm commitments or forecasted transactions. Based on the Companies' policy, all forward exchange contracts, currency option contracts and commodity swap contracts entered into must be highly effective in offsetting changes in cash flows of hedged items. Changes in fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income (loss) until earnings are affected by the variability in cash flows of the designated hedged item. Cash Dividends Cash dividends are reflected in the consolidated financial statements at proposed amounts in the year to which they are applicable, even though payment is not approved by shareholders until the annual general meeting of shareholders held early in the following fiscal year. Resulting dividends payable are included in other current liabilities in the consolidated balance sheets. Revenue Recognition The Companies recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred and title and risk of loss have been transferred, service has been rendered, the sales price is fixed or determinable, and collectibility is probable. Stock-Based Compensation The Companies apply ASC No. 718, "Compensation - Stock Compensation", and recognize stock-based compensation cost measured by the fair value method. Translation of Financial Statement Items of the Company's Subsidiaries Located Outside Japan into Japanese Yen Consolidated financial statements of the Company's subsidiaries located outside Japan are translated based upon ASC No. 830, "Foreign Currency Matters". Assets and liabilities of the subsidiaries are translated into Japanese yen at the rates of exchange in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the year. Gains and losses resulting from translation of financial statements are reported in accumulated other comprehensive income (loss) as foreign currency translation adjustments

13 Comprehensive Income The Companies apply ASC No. 220, "Comprehensive Income". Comprehensive income is composed of net income attributable to shareholders, changes in foreign currency translation adjustments, changes in pension liability adjustments, changes in unrealized gains (losses) on available-for-sale securities and changes in net gains (losses) on derivative instruments, and disclosed within the consolidated statements of comprehensive income. New Accounting Standards In May 2014, the FASB and International Accounting Standards Board (IASB) issued their final standard on revenue from contracts with customers. The standard, issued as Accounting Standards Update (ASU) No , "Revenue from Contracts with Customers" by the FASB, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The ASU requires entities to disclose both quantitative and qualitative information that enables users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, ASU No , "Revenue from Contracts with Customers postponement of effective date" was issued and the Companies plan to adopt ASU No as of April 1, The Companies are currently evaluating the effect that the adoption of this guidance will have on the consolidated financial statements. In November 2015, the FASB issued ASU No , "Balance Sheet Classification of Deferred Taxes". The ASU requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The Companies plan to adopt ASU No as of April 1, The carrying amounts of current portion of deferred tax assets and deferred tax liabilities included in the consolidated balance sheets as of March 31, 2017 were 19,123 million and 32 million, respectively. In January 2016, the FASB issued ASU No , "Recognition and Measurement of Financial Assets and Financial Liabilities". The ASU requires the revising of the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also requires certain disclosures associated with the fair value of financial instruments. The Companies plan to adopt ASU No as of April 1, The Companies are currently evaluating the effect that the adoption of this guidance will have on the consolidated financial statements. In February 2016, the FASB issued ASU No , "Leases". The ASU requires the recognition of the lease assets and liabilities on balance sheet which are classified as operating leases in the current standard. The Companies plan to adopt ASU No as of April 1, The Companies are currently evaluating the effect that the adoption of this guidance will have on the consolidated financial statements. In January 2017, the FASB issued ASU No , "Simplifying the Test for Goodwill Impairment". The ASU requires the elimination of Step 2 from the goodwill impairment test. The ASU also requires the recognition of the impairment charge for the amount by which the carrying amount exceeds a reporting unit's fair value, on the condition that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Companies plan to adopt ASU No as of April 1, The Companies are currently evaluating the effect that the adoption of this guidance will have on the consolidated financial statements

14 In March 2017, the FASB issued ASU No "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost". The ASU requires entities to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The ASU also requires the other components to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The ASU allows only the service cost component to be eligible for capitalization when applicable. The Companies plan to adopt ASU No as of April 1, The Companies are currently evaluating the effect that the adoption of this guidance will have on the consolidated financial statements. 2. INVENTORIES Inventories at March 31, 2017 and 2016 consisted of: Finished products 62,338 63,700 Work in process 15,714 14,327 Materials and supplies 31,352 29,240 Total 109, , MARKETABLE SECURITIES AND INVESTMENTS Cost, gross unrealized holding gains and losses, and fair value of available-for-sale and held-to-maturity securities at March 31, 2017 and 2016 were as follows: Available-for-sale securities Cost (*) Gross Unrealized Holding Gains 2017 Gross Unrealized Holding Losses Fair Value Equity securities 7,218 12,333 (0) 19,551 Cost (*) Gross Unrealized Holding Gains 2016 Gross Unrealized Holding Losses Fair Value Equity securities 11,256 21,282 (106) 32,432 (*) Cost represents cost of equity securities

15 Held-to-maturity securities Amortized Cost Gross Unrealized Holding Gains 2017 Gross Unrealized Holding Losses Fair Value Debt securities Amortized Cost Gross Unrealized Holding Gains 2016 Gross Unrealized Holding Losses Fair Value Debt securities Maturities of debt securities classified as held-to-maturity securities at March 31, 2017 and 2016 were as follows: Cost Fair Fair Value Cost Value Due within one year Due after one year through five years Total Gross unrealized holding losses and fair value of certain available-for-sale equity securities, aggregated by the length of time that they have been in a continuous unrealized loss position at March 31, 2017 and 2016 were as follows: Less than 12 months Fair Value Gross Gross Unrealized Unrealized Holding Fair Holding Losses Value Losses Equity securities 0 (0) 394 (106) (*) In regards to the gross unrealized holding losses of available-for-sale securities, the related securities have been in a loss position for a relatively short period of time. Based on this fact and other relevant factors, management has determined that these investments are not considered other-than-temporarily impaired. Impairment losses on available-for-sale securities recognized to reflect declines in market value considered to be other-than-temporary were 213 million for the year ended March 31, No Impairment losses on available-for-sale securities were recognized to reflect declines in market value considered to be other-thantemporary for the years ended March 31, 2016 and

16 Aggregate cost of nonmarketable equity securities accounted for under the cost method totaled 6,736 million and 3,961 million at March 31, 2017 and 2016, respectively. Investments with an aggregate cost of 6,684 million and 3,949 million at March 31, 2017 and 2016, respectively, were not evaluated for impairment because (a) the Companies did not estimate the fair value of those investments as it was not practicable to do so and (b) the Companies did not identify any events or changes in circumstances that might have had a significant adverse effect on the fair value of those investments. The Companies have pledged investment securities of 200 million as of March 31, 2017 and 2016 as collateral against liabilities owed by the investees of the investment securities. Proceeds from sales, gross realized gains, and realized losses on sales of available-for-sale securities for the years ended March 31, 2017, 2016 and 2015 were as follows: Proceeds from sales 4,608 2,010 4,575 Gross realized gains 3,764 1,478 4,072 The fair value of available-for-sale securities which contributed to the retirement benefit trust was 9,962 million and 9,677 million at March 31, 2017 and 2016, respectively, and gain on contribution of securities to the retirement benefit trust was 7,004 million and 4,140 million for the years ended March 31, 2017 and 2016, respectively. The Companies have not contributed available-for-sale securities to the retirement benefit trust for the year ended March 31, NOTES AND ACCOUNTS RECEIVABLE The Companies have entered into different types of transactions with affiliated companies through the ordinary course of business. The amount of accounts receivable with affiliates resulting from these transactions was 2,178 million and 2,342 million for the years ended March 31, 2017 and 2016, respectively. 5. GOODWILL AND OTHER INTANGIBLE ASSETS The components of acquired intangible assets, excluding goodwill, at March 31, 2017 and 2016 were as follows: Gross Amount Accumulated Gross Amortization Amount Accumulated Amortization Intangible assets subject to amortization: Software 51,639 39,945 48,792 36,617 Customer-related asset 2, , Technology-based asset 2, , Other 5,726 2,116 7,197 2,888 Total 62,825 42,772 61,714 39,930 Aggregate amortization expense related to intangible assets was 5,830 million, 5,419 million, and 4,930 million for the years ended March 31, 2017, 2016 and 2015, respectively

17 Estimated amortization expense for the next five years ending March 31 is as follows: Years Ending March 31 Millions of Yen , , , , ,054 Intangible assets, not subject to amortization, at March 31, 2017 and 2016 were immaterial. The carrying amounts of goodwill in each segment at March 31, 2017 and 2016, and changes in their carrying amounts for the years ended March 31, 2017 and 2016 were as follows: Industrial Automation Business Electronic and Mechanical Components Business Automotive Electronic Components Business 2017 Social Systems Solution and Service Business Healthcare Business Other Total Balance at beginning of year: Goodwill 33, ,436 1,475 48,503 Accumulated impairment losses (9,406) (227) (588) - (6,554) (1,475) (18,250) Total 24, ,882-30,253 Acquisition Impairment - (105) (105) Sales of business entity (338) (338) Foreign currency translation adjustments and other (152) (6) Balance at end of year: Goodwill 33, ,615 1,475 42,186 Accumulated impairment losses (9,406) (332) (588) - - (1,475) (11,801) Total 23, ,615-30,385 Industrial Automation Business Electronic and Mechanical Components Business Automotive Electronic Components Business 2016 Social Systems Solution and Service Business Healthcare Business Other Total Balance at beginning of year: Goodwill 10, ,575 1,475 27,026 Accumulated impairment losses (9,406) (227) (588) - (6,554) (1,475) (18,250) Total 1, ,021-8,776 Acquisition 24, ,514 Impairment Sales of business entity Foreign currency translation adjustments and other (1,820) (78) - - (1,139) - (3,037) Balance at end of year: Goodwill 33, ,436 1,475 48,503 Accumulated impairment losses (9,406) (227) (588) - (6,554) (1,475) (18,250) Total 24, ,882-30,

18 The Companies have adopted ASC No. 350, "Intangibles - Goodwill and Other". The Companies recognized impairment losses for the fiscal year ended March 31, 2017 of 105 million due to increasing competition in the electronic components market in the Electronic and Mechanical Components Business. The impairment losses are included in other expenses (income), net of the consolidated financial statements of income. The fair value of the reporting unit was estimated by using the present value of expected future cash flows. No impairment losses were recognized for the fiscal years ended March 31, 2016 and IMPAIRMENT LOSSES ON LONG-LIVED ASSETS In accordance with ASC No. 360, "Property, Plant, and Equipment", the Companies recognized impairment losses on long-lived assets for the fiscal year ended March 31, 2017 of 397 million for impairment on part of relay related business due to its change of business plan in the Electronic and Mechanical Components Business. The Companies recognized impairment losses on long-lived assets of 275 million of held-for-sale assets due to revaluation and 227 million for impairment on part of service business due to decreasing profitability, both in the Healthcare Business. The Companies also recognized impairment losses on long-lived assets of 10,997 million due to its change of business plan in accordance with the change of backlight related business environment and 1,102 million due to decreasing profitability of micro device related business, both in Other. The Companies recognized impairment losses on long-lived assets for the fiscal year ended March 31, 2016 of 271 million for impairment on part of service business due to decreasing profitability in the Healthcare Business. The Companies also recognized impairment losses on long-lived assets of 192 million due to decreasing profitability in Other. The Companies recognized impairment losses on long-lived assets for the fiscal year ended March 31, 2015 of 115 million due to decreasing profitability of automotive related-products in the Automotive Electronic Components Business. The Companies also recognized impairment losses on long-lived assets of 22 million for impairment of a welfare facility due to its uncertainty of usage in Other. These impairment losses are included in other expenses (income), net within the consolidated statements of income. The fair values of each of these reporting units were estimated based on the contract amount for the held-for-sale long-lived assets in the Healthcare Business. For the held-for-used long-lived assets, they were estimated using the present value of expected future cash flows and the appraised value. 7. SHORT-TERM DEBT Short-term debt at March 31, 2017 and 2016 consisted of the following: Unsecured debt: Loans from banks and other financial facilities The weighted-average annual interest rates 8.5% (2017) and 0.4% (2016) Total Total interest cost incurred and charged to expense for the years ended March 31, 2017, 2016 and 2015, amounted to 111 million, 383 million, and 248 million, respectively

19 8. LEASES The Companies do not have any material capital lease agreements. The Companies have operating lease agreements primarily involving offices and equipment for varying periods. Generally, leases that expire are expected to be renewed or replaced by other leases. At March 31, 2017, future minimum lease payments applicable to noncancelable leases having remaining noncancelable lease terms in excess of one year were as follows: Years Ending March 31 Millions of Yen , , , , Thereafter 1,120 Total 11,716 Lease expense amounted to 13,638 million, 14,493 million, and 13,912 million for the years ended March 31, 2017, 2016 and 2015, respectively. 9. TERMINATION AND RETIREMENT BENEFITS The Company and its domestic subsidiaries sponsor termination and retirement benefit plans which cover substantially all domestic employees (the "funded contributory termination and retirement plan in Japan"). Benefits were based on a point-based benefits system, under which benefits are calculated mainly based on accumulated points awarded to employees each year according to their job classification and performance. If termination is involuntary, employees are usually entitled to greater payments than in the case of voluntary termination. The Company and its domestic subsidiaries fund a portion of the obligation under these plans. The general funding policy is to contribute amounts computed in accordance with actuarial methods acceptable under Japanese tax law

20 Obligations and Funded Status The reconciliation of beginning and ending balances of the benefit obligations and the fair value of the plan assets at March 31, 2017 and 2016 were as follows: Change in benefit obligation: Benefit obligation at beginning of year 232, ,718 Service cost 7,031 5,702 Interest cost 1,625 2,726 Actuarial loss (1,895) 35,903 Benefits paid (6,525) (6,203) Settlement paid (671) (735) Divestitures (906) - Benefit obligation at end of year 230, ,111 Change in plan assets: Fair value of plan assets at beginning of year 157, ,207 Actual return on plan assets 3,804 (279) Employers' contributions 4,409 4,883 Benefits paid (5,669) (5,621) Settlement paid (671) (735) Divestitures (542) - Fair value of plan assets at end of year 158, ,455 Fair value of assets in retirement benefit trust at beginning of year 15,997 10,348 Actual return on assets in retirement benefit trust 5,314 (4,028) Employers' contributions 9,962 9,677 Fair value of assets in retirement benefit trust at end of year 31,273 15,997 Funded status at end of year (40,711 ) (58,659) Amounts recognized in the consolidated balance sheets at March 31, 2017 and 2016, consisted of: Other current liability (819) (771) Termination and retirement benefit (39,892) (57,888) Total (40,711 ) (58,659) Amounts recognized in accumulated other comprehensive income (loss) at March 31, 2017 and 2016, before tax, consisted of: Net actuarial loss 95, ,292 Prior-service benefit (3,406) (4,959) Total 92, ,

21 The accumulated benefit obligation at March 31, 2017 and 2016 was as follows: Accumulated benefit obligation 225, ,202 Components of Net Periodic Benefit Cost The expense recorded for the contributory termination and retirement benefit plans for the years ended March 31, 2017, 2016 and 2015, included the following components: Service cost 7,031 5,702 5,161 Interest cost on projected benefit obligation 1,625 2,726 3,136 Expected return on plan assets (4,713) (4,531) (3,975) Amortization 4,050 2,185 2,055 Net periodic benefit cost 7,993 6,082 6,377 The unrecognized prior-service benefit is amortized on a straight-line basis over 15 years. The unrecognized actuarial gains and losses are amortized on a straight-line basis over 15 years that exceed 10% of the larger of the projected benefit obligation or plan assets. The estimated net actuarial loss and prior-service benefit that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost for the year ending March 31, 2018 are summarized as follows: Millions of Yen Net actuarial loss 4,911 Prior-service benefit (1,553) Measurement Date The Company and some of its domestic subsidiaries use March 31 as the measurement date for projected benefit obligation and plan assets of the termination and retirement benefits. Assumptions Weighted-average assumptions used to determine benefit obligations at March 31, 2017 and 2016 were as follows: Discount rate 0.8% 0.7% Compensation increase rate 2.0% 2.0% Weighted-average assumptions used to determine termination and retirement benefit costs for the years ended March 31, 2017, 2016 and 2015 were as follows: Discount rate 0.7% 1.4% 1.7% Compensation increase rate 2.0% 2.0% 2.0% Expected long-term rate of return on plan assets 3.0% 3.0% 3.0%

22 The expected return on plan assets is determined by estimating the future rate of return on each category of plan assets considering actual historical returns and current economic trends and conditions. Plan Assets The Company's investment policies are designed to ensure that adequate plan assets are available to provide future payments of pension benefits to eligible participants. Taking into account the expected long-term rate of return on plan assets, the Company formulates a model portfolio composed of the optimal combination of equity and debt securities in order to yield a total return that will match the expected return on a mid-term to long-term basis. The Company evaluates the gap between long-term expected return and actual return of invested plan assets to determine if such differences necessitate a revision in the formulation of the model portfolio. In the event that the Company determines the need for a revision of the model portfolio to accomplish the expected long-term rate of return on plan assets, the Company revises the model portfolio to the extent necessary. The target allocation of plan assets is 15.5% equity securities, 64.5% debt securities and life insurance general account assets, and 20.0% other. Equity securities are mainly composed of stocks that are listed on various securities exchanges. The Company has investigated the business condition of investee companies and appropriately diversified the equity investments by type of industry, brand, and other relevant factors. Debt securities are primarily composed of government bonds, public debt instruments, and corporate bonds. The Company has investigated the quality of the debt issue, including rating, interest rate, and repayment dates and appropriately diversified the debt investments. For investments in life insurance general account assets, contracts with the insurance companies include a guaranteed interest and return of capital. Others are joint trusts mainly composed of alternative and appropriately diversified. The fair values of the Company's pension plan assets by asset category as of March 31, 2017 and 2016 were as follows: 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents Equity securities: Domestic stocks (*1) 34, ,502 Joint trusts (*2) - 31,745-31,745 Debt securities: Joint trusts (*3) - 26,020-26,020 Other assets: Life insurance general account assets - 29,059-29,059 Joint trusts - 50,745 17,338 68,083 Other Total 35, ,569 17, ,

23 2016 Level 1 Level 2 Level 3 Total Cash and cash equivalents 2, ,906 Equity securities: Domestic stocks (*1) 18, ,610 Joint trusts (*2) - 19,207-19,207 Debt securities: Joint trusts (*3) - 71,630-71,630 Other assets: Life insurance general account assets - 28,582-28,582 Joint trusts - 23,790 8,419 32,209 Other Total 21, ,209 8, ,452 (*) 1 No common stock of the Company was included in Domestic stocks for the years ended March 31, 2017 and Joint trusts of equity securities invest in listed equity securities at a ratio of 10% Japanese companies and 90% foreign companies for the years ended March 31, 2017 and Joint trusts of debt securities invest at a ratio of approximately 20% Japanese government bonds and 80% foreign government bonds for the year ended March 31, 2017, and 40% Japanese government bonds and 60% foreign government bonds for the year ended March 31, Level 1 assets are composed principally of equity securities which are valued using unadjusted quoted market prices in active markets with sufficient volume and frequency of transactions. Level 2 assets are composed principally of joint trusts and life insurance general account assets that invest in equity, debt securities and other assets. These joint trusts and insurance general account assets are valued at their net asset values. Level 3 assets are composed of private equities, real estate funds and insurance, which are valued at net asset value. The Company's pension plan assets classified as Level 3 as of March 31, 2017 and 2016 were as follows: Private Equity 2017 Real Estate Fund Insurance Total Balance at beginning of year 4,227 4,192-8,419 Total gain and loss (realized or unrealized): Current period holding Current period sales (30) 9 - (21) Purchase, issuance, settlement and others 1,914 2,970 3,429 8,313 Balance at end of year 6,176 7,562 3,600 17,