Toshiba Corp.
Annual Report 2008

Plain-text annual report

T o s h b a i C o r p o r a t i o n A n n u a l R e p o r t 2 0 0 8 • O p e r a t i o n a l R e v e w i Toshiba Corporation Annual Report 2008 • Operational Review Contents The Toshiba Brand Statement . . . . . . . . . . . . . . . . . 1 Special Feature: Leading Innovation . . . . . . . . . . . 2 Basic Management Policy and Mid-term Business Plan . . . . . . . . . . . . . . . . . . . . . . 10 To Our Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 12 An Interview with the President . . . . . . . . . . . . . . . 14 Business at a Glance . . . . . . . . . . . . . . . . . . . . . . . . . 18 Business Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 CSR Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Research & Development and Intellectual Property. . . . . . . . . . . . . . . . . . . . . 38 Corporate Governance . . . . . . . . . . . . . . . . . . . . . . 41 Directors and Executive Officers . . . . . . . . . . . . . 44 Basic Commitment of the Toshiba Group . . . . 46 Data Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Corporate Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 The cover background picture is “Toshiba Forest” in Gotemba City, Shizuoka. This is part of Toshiba’s 1.5 million Tree-Planting Project, which contributes to global environment protection. Financial Highlights • Toshiba Corporation and Subsidiaries For the years ended March 31, 2008 and 2007 Net sales—Japan —Overseas Net sales (Total) Operating income (Note 2) Income before income taxes and minority interest Net income Total assets Shareholders’ equity Capital expenditures (property, plant and equipment) Research and development expenditures Return on equity (ROE) (%) Return on total assets (ROA) (%) Per share of common stock: Net income (Note 3) —basic —diluted Cash dividends Number of employees (Thousands) Millions of yen 2008 2007 Change (%) 2008/2007 ¥ 3,705,218 ¥ 3,599,385 3,962,858 7,668,076 238,099 255,558 127,413 5,935,637 1,022,265 465,044 393,293 12.0 2.1 3,516,965 7,116,350 258,364 298,460 137,429 5,931,962 1,108,321 375,335 393,987 13.0 2.6 Yen ¥ ¥ 39.46 36.59 12.00 198 42.76 39.45 11.00 191 2.9 12.7 7.8 (7.8) (14.4) (7.3) 0.1 (7.8) 23.9 (0.2) - - (7.7) (7.2) 9.1 3.7 Thousands of U.S. dollars (Note1) 2008 $ 37,052,180 39,628,580 76,680,760 2,380,990 2,555,580 1,274,130 59,356,370 10,222,650 4,650,440 3,932,930 - - U.S. dollars $ 0.39 0.37 0.12 - Notes: 1) Unless indicated otherwise, all dollar figures refer to U.S. currency. Yen amounts have been translated into U.S. dollars, for convenience only, at the rate of ¥100 = U.S.$1.00 (as of March 31, 2008) 2) Operating income has been determined under financial reporting practices generally accepted in Japan and is defined as net sales less cost of sales and selling, general and administrative expenses. 3) Basic net income per share (EPS) is computed based on the weighted-average number of shares of common stock outstanding during each period. Diluted EPS assumes the dilution that could occur if stock acquisition rights were exercised to issue common stock, unless their inclusion would have an antidilutive effect. Net sales Net income 78.2 46.0 28.8 08 07 06 05 04 08 07 06 05 04 (Billions of yen) 7,668.1 7,116.4 6,343.5 5,836.1 5,579.5 (Billions of yen) 127.4 137.4 Operating income / Operating income ratio (Billions of yen) 3.1% 238.1 3.6% 258.4 3.8% 240.6 2.7% 154.8 3.1% 174.6 Return on equity (ROE) 8.6% 5.9% 4.3% 12.0% 13.0% 08 07 06 05 04 08 07 06 05 04 FY2007 Topics Jul ’07 Nov ’07 Westinghouse Group signed contracts for con- struction of four nuclear power plants in China Announcement of “Toshiba Group Environ- mental Vision 2050” Contracts to construct four next-generation AP1000TM PWR (pressurized water reactors) in China represent Westinghouse’s first orders for new nuclear power plants since joining Toshiba Group. AP1000TM PWR type light water reactor Sep ’07 Completion of construction of Fab 4 NAND Flash Memory manufacturing facility at Yokkaichi Operations Construction of the fourth fabrication facility at Yokkaichi rein- Operations forced our capability to meet increased demand for NAND Flash memory for digital products. Yokkaichi Fab 4 Sep ’07 Sale of Ginza Toshiba Building confirmed Sale of the building supported Toshiba in maximiz- ing corporate value and concentrating resources in core business, and also allows for maximized utiliza- tion of the Ginza site. Oct ’07 Agreement with Sony Group on joint venture for high-performance semiconductors In strengthening its system LSI business, Toshiba signed a memorandum of understanding with Sony Group toward establishing a joint venture company for the manufacture of high-performance semiconductors. “Environmental Vision 2050” will support efforts to raise Toshiba Group’s eco-effi- ciency in both products and business processes, and pro- mote environmental man- agement toward ensuring that “People lead rich lifestyles in harmony with the Earth.” Dec ’07 Environmental Vision 2050 Cooperation with Sharp Corp. on panels for LCD TVs and system LSIs An agreement with Sharp Corp. will promote close cooperation in the partners’ respective spe- cialties: Toshiba’s system LSIs and Sharp’s LCD panels. The companies together announced the cooperation. Feb ’08 Withdrawal from the HD DVD business confirmed Dramatic changes in the business environment, and a determination that continuation would have a major impact on the company’s overall operations, guided Toshiba’s decision to withdraw from the HD DVD business. Feb ’08 Confirmation of construction of new memory manufacturing facilities With all projections showing growth in demand for NAND Flash memory, Toshiba took steps to ensure it was ready by deciding to build two new manufactur- ing facilities simultaneously, with construction sched- uled to start in 2009. Financial Highlights • Toshiba Corporation and Subsidiaries For the years ended March 31, 2008 and 2007 Net sales—Japan —Overseas Net sales (Total) Operating income (Note 2) Income before income taxes and minority interest Net income Total assets Shareholders’ equity Capital expenditures (property, plant and equipment) Research and development expenditures Return on equity (ROE) (%) Return on total assets (ROA) (%) Per share of common stock: Net income (Note 3) —basic —diluted Cash dividends Number of employees (Thousands) Millions of yen 2008 2007 Change (%) 2008/2007 ¥ 3,705,218 ¥ 3,599,385 3,962,858 7,668,076 238,099 255,558 127,413 5,935,637 1,022,265 465,044 393,293 12.0 2.1 3,516,965 7,116,350 258,364 298,460 137,429 5,931,962 1,108,321 375,335 393,987 13.0 2.6 Yen ¥ ¥ 39.46 36.59 12.00 198 42.76 39.45 11.00 191 2.9 12.7 7.8 (7.8) (14.4) (7.3) 0.1 (7.8) 23.9 (0.2) - - (7.7) (7.2) 9.1 3.7 Thousands of U.S. dollars (Note1) 2008 $ 37,052,180 39,628,580 76,680,760 2,380,990 2,555,580 1,274,130 59,356,370 10,222,650 4,650,440 3,932,930 - - U.S. dollars $ 0.39 0.37 0.12 - Notes: 1) Unless indicated otherwise, all dollar figures refer to U.S. currency. Yen amounts have been translated into U.S. dollars, for convenience only, at the rate of ¥100 = U.S.$1.00 (as of March 31, 2008) 2) Operating income has been determined under financial reporting practices generally accepted in Japan and is defined as net sales less cost of sales and selling, general and administrative expenses. 3) Basic net income per share (EPS) is computed based on the weighted-average number of shares of common stock outstanding during each period. Diluted EPS assumes the dilution that could occur if stock acquisition rights were exercised to issue common stock, unless their inclusion would have an antidilutive effect. Net sales Net income 78.2 46.0 28.8 08 07 06 05 04 08 07 06 05 04 (Billions of yen) 7,668.1 7,116.4 6,343.5 5,836.1 5,579.5 (Billions of yen) 127.4 137.4 Operating income / Operating income ratio (Billions of yen) 3.1% 238.1 3.6% 258.4 3.8% 240.6 2.7% 154.8 3.1% 174.6 Return on equity (ROE) 8.6% 5.9% 4.3% 12.0% 13.0% 08 07 06 05 04 08 07 06 05 04 FY2007 Topics Jul ’07 Nov ’07 Westinghouse Group signed contracts for con- struction of four nuclear power plants in China Announcement of “Toshiba Group Environ- mental Vision 2050” Contracts to construct four next-generation AP1000TM PWR (pressurized water reactors) in China represent Westinghouse’s first orders for new nuclear power plants since joining Toshiba Group. AP1000TM PWR type light water reactor Sep ’07 Completion of construction of Fab 4 NAND Flash Memory manufacturing facility at Yokkaichi Operations Construction of the fourth fabrication facility at Yokkaichi rein- Operations forced our capability to meet increased demand for NAND Flash memory for digital products. Yokkaichi Fab 4 Sep ’07 Sale of Ginza Toshiba Building confirmed Sale of the building supported Toshiba in maximiz- ing corporate value and concentrating resources in core business, and also allows for maximized utiliza- tion of the Ginza site. Oct ’07 Agreement with Sony Group on joint venture for high-performance semiconductors In strengthening its system LSI business, Toshiba signed a memorandum of understanding with Sony Group toward establishing a joint venture company for the manufacture of high-performance semiconductors. “Environmental Vision 2050” will support efforts to raise Toshiba Group’s eco-effi- ciency in both products and business processes, and pro- mote environmental man- agement toward ensuring that “People lead rich lifestyles in harmony with the Earth.” Dec ’07 Environmental Vision 2050 Cooperation with Sharp Corp. on panels for LCD TVs and system LSIs An agreement with Sharp Corp. will promote close cooperation in the partners’ respective spe- cialties: Toshiba’s system LSIs and Sharp’s LCD panels. The companies together announced the cooperation. Feb ’08 Withdrawal from the HD DVD business confirmed Dramatic changes in the business environment, and a determination that continuation would have a major impact on the company’s overall operations, guided Toshiba’s decision to withdraw from the HD DVD business. Feb ’08 Confirmation of construction of new memory manufacturing facilities With all projections showing growth in demand for NAND Flash memory, Toshiba took steps to ensure it was ready by deciding to build two new manufactur- ing facilities simultaneously, with construction sched- uled to start in 2009. The Toshiba Brand Statement Special Feature: Leading Innovation Toshiba delivers technology and products remarkable for their innovation and artistry—contributing to a safer, more comfortable, more productive life. We bring together the spirit of innovation with our passion and conviction to shape the future and help protect the global environment—our shared heritage. We foster close relationships, rooted in trust and respect, with our customers, business partners and communities around the world. Accelerating Sustained Growth with High Profit through Innovation Toshiba captures the spirit of its corporate brand tagline, “Toshiba Lead- ing Innovation,” to deliver waves of innovation in all aspects of business operations. If a company is to secure sustained profit, its management policies must be grounded in promoting growth. We can never be complacent, satisfied with business activities to date. Instead, we must constantly seek to strengthen innovation activities and practices, in order to gener- ate continuous innovation. Achieving this demands thoroughgoing change in the way we do things: process innovation that enhances our competitive strengths; and value innovation that allows us to create and provide our customers with new value. As we realize this, we will ensure that Toshiba Group enjoys accelerated “Sustained Growth with High Profit.” Strengthen Innovation Activities to Achieve High Growth Goals High Growth Goals Value Innovation Process Innovation Current Pace of Growth Strengthening Innovation Activities Multiplier Effect of Innovation (i cube) Current Management Innovation (MI) Activities 1 2 The Toshiba Brand Statement Special Feature: Leading Innovation Toshiba delivers technology and products remarkable for their innovation and artistry—contributing to a safer, more comfortable, more productive life. We bring together the spirit of innovation with our passion and conviction to shape the future and help protect the global environment—our shared heritage. We foster close relationships, rooted in trust and respect, with our customers, business partners and communities around the world. Accelerating Sustained Growth with High Profit through Innovation Toshiba captures the spirit of its corporate brand tagline, “Toshiba Lead- ing Innovation,” to deliver waves of innovation in all aspects of business operations. If a company is to secure sustained profit, its management policies must be grounded in promoting growth. We can never be complacent, satisfied with business activities to date. Instead, we must constantly seek to strengthen innovation activities and practices, in order to gener- ate continuous innovation. Achieving this demands thoroughgoing change in the way we do things: process innovation that enhances our competitive strengths; and value innovation that allows us to create and provide our customers with new value. As we realize this, we will ensure that Toshiba Group enjoys accelerated “Sustained Growth with High Profit.” Strengthen Innovation Activities to Achieve High Growth Goals High Growth Goals Value Innovation Process Innovation Current Pace of Growth Strengthening Innovation Activities Multiplier Effect of Innovation (i cube) Current Management Innovation (MI) Activities 1 2 Commodity Products Decommoditized Products Generate profit through dramatic changes in methodologies Grow by offering completely new value Process Innovation Value Innovation Toshiba Innovation is: Process Innovation Strengthen competitiveness by reevaluating cur- rent methods, reducing costs and improving product performance, and by enhancing quality, supply capabilities and speed. Value Innovation Aim for growth by providing customers with products and services that create completely new value. Multiplier Effect of Innovation (i cube) Through its i cube innovation program, Toshiba Group is simultaneously bringing innovation to the develop- ment, manufacturing and sales processes, using the multiplier effect to win sustained growth. Research & Development Process Innovation Achieving enhanced speed and efficiency in pro- viding timely new products and services, at levels of quality and performance that give full consid- eration to the needs of customers, society and the environment. Production & Procurement Process Innovation Refining manufacturing strengths (“monozukuri”) and operating power by enhancing supply chain management systems, and raising environmental efficiency. Sales & Marketing Process Innovation Seeing the market from the customer’s perspec- tive in order to achieve new levels of customer satisfaction in the sales and marketing process, and to strengthen brand power. 3 Sustained Growth with High Profit Special Feature: Leading Innovation Cumulative Worldwide Shipments of Notebook PCs Outlook 60 million units 40 million units 20 million units 86 0 1985 FY 96 95 94 93 92 91 90 89 88 87 10 09 08 07 06 05 Cumulative shipments of 60 million Launch of the “Qosmio” brand worldwide 04 03 02 01 00 99 98 97 Launch of the world’s first multi-drive notebook PC Launch of the ultra-small “libretto” PC Launch of the world’s first 256 color TFT notebook PC Launch of the “dynabook” brand in Japan Commercialization of the “T1100,” the world’s first laptop PC Toshiba: History of the Notebook PC 4 Notebook PCs Toshiba wrote a new chapter in the history of the PC in 1985, with the commercial- ization of the world’s first laptop. The Company created a new market, and led the industry in combining portability, quality and usability, and in realizing enjoyable and rewarding “wherever, whenever” computing. More advances followed: 1989’s Japanese launch of the “dynabook” series, the world’s first notebook PC; 1996’s groundbreaking “libretto,” a palm-sized computer; and 2004’s “Qosmio,” an AV note- book PC rivaling LCD TVs in high-definition imaging. And those are just a few of the many Toshiba PCs that have introduced innovative technologies to the world. Worldwide shipments of Toshiba notebook PCs exceeded 10 million units during FY2007, and cumula- tive shipments now surpass 60 million units. Going forward, the notebook PC market will con- tinue to expand, and so will Toshiba, winning high growth with competitive products offering cutting- edge technologies and scale merit. INNOVATION THAT REALIZES GROWTH AND CREATES VALUE FOR CUSTOMERS AND THE ENVIRONMENT Toshiba’s global notebook PC business rests on the two pillars of differentiated and commodity products. “AV Notebook PC” and “Thin & Light” are the guiding concepts behind differentiated products. “AV Notebook PC” integrate Toshiba’s latest cutting-edge features, including support for high-definition images, incorpora- tion of double tuners for digital terrestrial broadcasting, and “REGZA” Link. With “Thin & Light,” we make the most of our advanced technology and expertise to engineer AV notebook PC with advanced image processing functions “Qosmio” is the very first AV notebook PC to integrate the highly advanced “SpursEn- gine™” image processor for processing and recognizing images. It offers users new levels of pleasure and innova- tion in using video content. pioneering advances in miniaturization, integration, shock-resistance and spill-resistance. The fruits can be seen in the release of thinner, lighter, tougher products. The June 2007 launch in Japan of the environmentally conscious “dynabook SS RX” realized the concept of “true mobility” with the world’s highest levels of thin- ness, lightness and battery life, plus the world’s first solid state drive (SSD). Toshiba also continues to lead the industry in commodity products with the release of high quality notebook PCs. Going forward, advances in high-performance processors supporting real-time image processing, in power-efficient fuel cells, and in differentiated products equipped with cutting-edge technology, will ensure that Toshiba continues to deliver unsurpassed notebook PCs that create new value. 5 Special Feature: Leading Innovation NAND Flash Memory The semiconductor industry took a giant step forward in 1987, when Toshiba invented NAND Flash memory—the world’s first rewritable non-volatile memory, a memory that retains data when the power is switched off. Today, NAND Flash mem- ory is by far the memory-of-choice for data storage in digital cameras, mobile phones and portable media players. Looking to the future, all expectations are that increasing use in memory storage, particularly in per- sonal computers, will drive further expansion of the NAND Flash market. INNOVATION THAT BRINGS GROWTH AND CREATES VALUE FOR CUSTOMERS AND THE GLOBAL ENVIRONMENT Expectations are high for NAND Flash memory as a storage device that is very light, with excellent shock resistance and high-speed data throughput. In promoting use of NAND Flash memory in all kinds of digital products, Toshiba is advancing scalabil- ity, increasing capacity with multi-level cell technology that allows two or more bits of data to be saved to a memory cell, and reducing chip sizes. These technolo- gies assure Toshiba’s abilty to respond to customer needs, including lower power consumption. March 2008 saw Toshiba start to apply 43-nanome- ter* process technology to production of NAND Flash memory. The Company also developed its first Solid State Drive (SSD), a product that is expected to see fast demand growth thanks to superior shock resistance and low power consumption. Toshiba has consistently met expanding demand for NAND Flash memory with investments in plant and equipment. The most recent facility, which was completed in September 2007, is Fab 4 at Yokkaichi Operations. This highly advanced wafer fab not only boosts production efficiency but also builds efforts to protect the global environment into the manufacturing process: CO2 emissions by floor area are more than 50% lower than for a typical memory facility (e.g. Fab 2 at Yokkaichi). * A nanometer is one billionth of a meter 6 Demand for SSD in personal computers expected to grow. Toshiba’s SSD, based on multi-level cell NAND Flash memory, is widely expected to find a major role as a stor- age device in personal com- puters. NAND Flash Memory: Advances in Density (change in density by single chip) 10Gb 1Gb 100Mb 〜 0 1987 FY 10 09 08 Development of the Solid State Drive (SSD) 07 06 05 04 03 02 01 Launch for use with USB memory 00 99 98 97 96 Launch of the world’s first multi-level cell NAND (2 bits per cell) Launch for use with mobile phones Launch for use in portable music players Development of the SD memory card Launch of the world’s first Multi Chip Package (MCP) Launch for use with digital cameras Development of SmartMedia Development of NAND Flash memory Toshiba: History of the NAND Flash Memory Mb: Megabit; Gb: Gigabit (1Gb is 1,024Mb) 7 Special Feature: Leading Innovation Cumulative Output of Shipped Steam Turbines for Power Generation Outlook 00 95 10 05 2007 Toshiba steam turbines achieved a cumulative total output of 150GW 1997 Toshiba steam turbines achieved a cumulative total output of 100GW 90 85 80 75 70 65 60 55 150GW 100GW 50GW 50 45 40 35 0 1930 FY 1949 Toshiba’s first export unit 1929 Toshiba’s first unit, with the largest capacity to date of any unit manufactured in Japan (7,500kW) 1989 World’s first ultra supercritical steam turbine (700MW) 1976 First domestically produced nuclear power generation steam turbine (784MW) 1975 World’s largest capacity steam turbine to date (1,000MW super critical steam turbine) 1965 Largest capacity to date of any unit manufactured in Japan (375MW) Toshiba: History of the Steam Turbine for Power Generation 8 Steam Turbines for Power Generation Since delivering its first unit in 1929, Toshiba has gone on to supply steam turbines for thermal and nuclear power plants installed throughout Japan and in many other countries around the world. As power consumption has grown, so too has demand for steam turbines—demand that Toshiba continues to meet. In 2007 the Company reached the milestone of cumulative total shipments with a power generating capacity of 150 gigawatts. Moving ahead, Toshiba will respond to demand for thermal and nuclear power generation facilities in fast-growing overseas economies, and promote refurbish- ment and replacement of aging equip- ment in Japan and other countries. INNOVATION THAT REALIZES GROWTH AND CREATES VALUE FOR CUSTOMERS AND THE ENVIRONMENT Steam turbines for power plants, long a Toshiba mainstay product, are the core components of large scale thermal and nuclear power generation systems. In meeting customer needs for high generating capacities and lower operat- ing costs, including improved fuel effi- ciency, it is necessary to put in place an integrated system for developing highly efficient turbines based on mate- rials and structures that can support higher steam temperatures. Toshiba has constantly promoted cooperative State-of-the-art steam tur- bines delivering advances in power generating efficiency. Toshiba has produced many highly efficient, high capacity steam turbines for power plants by meeting require- ments for high-temperature, high-pressure operation. development in these areas by its research, design, procurement and manufactur- ing divisions. The resulting flow of innovation has not only produced many record- breaking “Japan First” and “World First” products in terms of output and efficiency etc., but also made positive contributions to supporting the global environment, through advances in efficiency that reduce CO2 emissions from coal and other fossil fuels. Currently, a new generation of advanced ultra-supercritical steam turbines is under development. These turbines apply innovative technologies that take effi- ciency to new heights and support efforts to further limit CO2 emissions, while meeting growing worldwide demand for power generation systems. 9 Basic Management Policy and Mid-term Business Plan Toshiba Group has the goal of being a responsible “corporate citizen of planet Earth” that creates new value and contributes to the lives and cultures of people around the world. To fulfill this goal, our basic management policy aims to achieve sustained growth along with strong competitive power and to earn the trust of the global com- munity. Basic Management Policy Our basic management policy is based on four concepts: Attain sustained growth with high profit We place strong management emphasis on achieving higher growth and making strategically effective allocation of resources. Maximize multiplier effect of innovations We enhance global competitiveness through Process Innovations and Value Innova- tions. Carry out management with Corporate Social Responsibility We put the utmost priority on respect for human life and safety as well as full compli- ance with the law and regulations in all our business activities. We endeavor to earn the trust of the global community as a responsible “corporate citizen of planet Earth.” Develop people with a global perspective We accelerate the development of our global business capabilities through developing people with a global perspective and leadership potential, who can continuously lead innovation and understand and empathize with diverse cultures. Mid-term Business Plan Goals for FY2010 Net sales Operating income Operating income ratio Return on equity (ROE) Shareholders’ equity ratio ¥10 trillion ¥500 billion 5 % over 15 % over 20 % 10 Vision of FY2010 FY2006 Digital Products G R O W T H B U S I N E S S Electronic Devices G R O W T H B U S I N E S S Social Infrastructure S TA B L E B U S I N E S S FY2008 Reinforce competitiveness Continue high growth, expand high profitability Develop as growth businesses Create products that deliver more “Surprise and Sensation” (NAND, Cell, AV products) Enhance provision of eco-products/systems (nuclear power, new lighting, innovative rechargeable batteries) FY2010 Achieve High Growth and Profit in all Business Domains Performance Goals by Segment Net sales (Billions of yen) Operating income ratio (%) CAGR* (%) Digital Products Electronic Devices Social Infrastructure Home Appliances FY2007 (Result) 2,951.2 1,738.5 2,419.0 774.3 FY2010 (Plan) 4,100.0 2,430.0 2,810.0 940.0 FY2007 (Result) 0.5 4.3 5.4 0.5 FY2010 (Plan) FYs2007–2010 2.4 8.2 6.0 2.1 12 12 5 7 *Compound Average Growth Rate Shareholders’ equity, Interest-bearing debt and D/E ratio (Billions of yen) At the end of FY2010 D/E ratio: less than 100% . 0 1 6 2 1 , 123% . 3 2 2 0 1 , Capital expenditures (Billions of yen) R&D expenditures (Billions of yen) Cash flows (Billions of yen) . 0 0 0 2 2 , n o i l l i b 0 0 5 ¥ d n u o r a f o e s a e r c n I % 7 6 % 4 1 . 5 2 8 6 1 , % 1 7 % 2 1 . 7 9 5 1 1 , % 4 4 % 0 3 % 1 2 Accumulated free cash flow for FY2008 to 2010 ¥300 billion surplus . 7 2 2 13 7 4 2 . . 0 0 0 4 1 , n o i l l i b 0 4 2 ¥ d n u o r a f o e s a e r c n I % 4 4 % 6 2 % 5 2 FYs 05–07 (Result) FYs08–10 FYs 05–07 (Result) FYs08–10 Electronic Devices Digital Products Social Infrastructure Others Electronic Devices Digital Products Social Infrastructure Others -75.6 FY 07 (Result) 08 09 10 FY 07 (Result) 08 09 10 Cash flows from operating activities Cash flows from investing activities Free cash flow Interest-bearing debt Shareholders’ equity D/E ratio (Interest- bearing debt to Shareholders’ equity) 11 To Our Shareholders: Toshiba adopted “TOSHIBA Leading Innovation” as its corporate brand tagline to clearly demon- strate the value that we promise to our customers and society and to emphasize that through continuous innovation in all areas of its business activities Toshiba is determined to attain sus- tained growth with high profit. With Digital Products, Electronic Devices and Social Infrastructure positioned as our core domains, we are striving to achieve sustained growth and high profit in each of our business segments. In fiscal year 2007, consolidated net sales were ¥7,668 billion (an increase of ¥552 billion over the previous fiscal year), consolidated operating income was ¥238 billion (a decrease of ¥20 billion from the previous fiscal year), and consolidated net income was ¥127 billion (a decrease of ¥10 bil- lion from the previous fiscal year). Consolidated net sales set a new record and grew at the rate of 7.8% over that of the previous year. Among our consolidated net sales, the share of sales outside of Japan exceeded 50% for the first time ever, reaching 52%. However, consolidated operating income and consolidated net income for the current term both came in below the figures achieved in the previous fiscal year. Looking ahead, we will implement management policies driven by a strong determination to overcome any challenges we might face, while remaining firmly committed to the goal of achieving sustained growth with high profit. Toshiba announced its mid-term business plan to FY2010 in May 2008. Goals for the final year of the plan include achieving consolidated net sales of ¥10 trillion with consolidated operating income of ¥500 billion. Toward achieving these targets, we are placing strong management emphasis on achieving higher growth and making strategically effective allocation of resources. We continue to consider the fulfillment of Corporate Social Responsibility as one of the main concepts of our basic management policy. In November 2007, we released “Toshiba Group’s Envi- ronmental Vision 2050,” and expressed our commitment toward the goal of helping people lead culturally rich lifestyles in harmonious coexistence with the Earth by the year 2050. In all our busi- ness activities, we not only are thoroughly committed to respect for human life and safety as well as full legal compliance, but we also are taking a leading role in the realization of a sustainable society by seriously addressing environmental problems as a “corporate citizen of planet Earth.” We would like to ask all our shareholders to continue to provide us with their continued strong support and understanding. Tadashi Okamura Chairman of the Board of Directors Atsutoshi Nishida Director, President and CEO 12 Tadashi Okamura Atsutoshi Nishida 13 An Interview with the President “Going forward, I want to see a Toshiba Group that has a strong determination to overcome any challenges and to increase profit as we achieve sustained growth.” What is your evaluation of Toshiba Group’s major factors, in the end we did see a profit decrease, FY2007 business performance? and I am not satisfied with that performance. Going We succeeded in breaking our past record for consoli- forward, I want to see a Toshiba Group that has a dated sales. Since I was appointed President and CEO, strong determination to overcome any challenges and I have been implementing a basic management policy to increase profit as we achieve sustained growth. that calls on all Toshiba employees to work to achieve “sustained growth with high profit.” Over the course of If we look at your business performance in recent FY2007, our consolidated sales grew 7.8%, reflecting years, consolidated operating income has been steady sales growth, particularly in global markets. I largely derived from the Electronic Devices and believe we are staying on track for sustained growth. Social Infrastructure segments. What are your Consolidated operating income and net income thoughts on the ideal makeup of Toshiba Group’s for the current term were lower than in the previous income structure in the future? fiscal year. Price declines in NAND Flash memory that In the past, Toshiba has been heavily reliant on the exceeded our expectations, combined with the costs performance and profits of the Electronic Devices seg- incurred in withdrawing from the HD DVD business, ment. By comparison, we can see that recent improve- can be pointed to as causes of this decline. Another ments in business performance by the Social Infra- contributory factor was costs resulting from the structure segment have now given us two sturdy change in accounting for estimation of salvage value. pillars for profit. What we must do now in our Digital On the positive side, both the PC business and the Products segment is to put the PC business and TV Social Infrastructure segment recorded profit and AV businesses in the forefront of our efforts to increases. As a result, I believe that on the whole the raise a third pillar for profit, which will allow us to negative impacts on Toshiba’s business performance obtain a more well-balanced profit structure. of the headwinds we faced were kept to a minimum. However, even though we can point to these 14 Atsutoshi Nishida Director, President and CEO It looks as though you implemented a lot of forward looking measures in FY2007, among them aggres- sive investments in the semiconductor business and plans to broadly strengthen the nuclear energy busi- ness. What are the goals of these especially impor- tant strategic investments? There has been no fundamental change in Toshiba’s stance or in our commitment to positioning the Digi- tal Products and Electronic Devices segments as FY2007 was a year in which Toshiba Group growth businesses. Beyond these segments, we now engaged in a comprehensive review of its cur- expect the Social Infrastructure segment to make the rent businesses. What were the results of this transition to growth businesses, and we look for an business review? increase in profit in this heretofore stable-profit busi- In any business, it is essential to periodically take a long ness segment. hard look at what you are doing, and to reconfirm the Following this approach, one of the most impor- direction you want to go in. When we do that, we look tant of the policies that we implemented in FY2007 at each business from the perspective of what is good was making consecutive aggressive investments in for Toshiba Group as a whole, and we ask ourselves if it the semiconductor business. There can be no doubt is a core business that should be retained, if it is a busi- that the market for NAND Flash memory will continue ness that will grow and generate profit, or if it is a busi- to see strong growth. In readiness for that, in addition ness that creates synergies with our other businesses. to Yokkaichi Operations Fab 4, which we completed in During FY2007, all 45 businesses in Toshiba Group FY2007, we have decided to further strengthen our were reviewed from the perspectives of “business production capabilities by constructing two more scale,” “growth potential,” “profitability” and “efficiency,” fabs. We also took steps to reinforce our position in while keeping in mind the special characteristics of the system LSI field through a joint venture with Sony each business. The results of the review clarified areas Group that will seek operating synergies with that we need to strengthen to ensure that each busi- Toshiba’s Oita Operations. ness can survive and win in global markets, and these In addition to that tie-up, we also entered into an conclusions were reflected in the mid-term business alliance with Sharp Corp. in semiconductors and LCDs. plan announced in May 2008. As is well known, the production of key components 15 An Interview with the President of digital products such as LCD televisions requires Your decisive decision in February 2008 to with- enormous investment. In fact, it has become increas- draw from the HD DVD business left a strong ingly difficult for any one company to cover all the impression. From the perspective of corporate related development costs. Our alliance with Sharp governance, what led you to make this decision? speaks to the strengths of both companies, allows us The business environment in the next-generation DVD to use them for mutual benefit, and will support us in market underwent far-reaching changes at the begin- facing and overcoming intense global competition. ning of 2008. HD DVD was a new business that our We will continue to consider this type of alliance and Digital Products segment was strongly promoting, tie-up in the future, as it may become necessary. and we had many in-house discussions about the At the same time, we are accelerating our efforts business. However, after assessing the factors involved to expand our nuclear energy business, an area where with the continuation of the business—particularly, global growth is increasingly anticipated. Following the potential for market confusion among consumers the FY2006 acquisition of the Westinghouse Group, in and others and the great impact on Toshiba’s future FY2007, we took steps to reinforce our position in the operations—I made the management decision in nuclear fuel business by forming an alliance with favor of early withdrawal. While the costs incurred in Kazatomprom of Kazakhstan. We also endeavored to withdrawing from the HD DVD business had an bolster our engineering capabilities in the nuclear field impact on our FY2007 performance, I believe that the by deciding to expand the facilities at our Isogo Engi- impact was contained, and any future impact has neering Center. been kept to the minimum. How do you view the financial structure of Toshiba Group? The ratio of interest-bearing debt to shareholders’ equity—the D/E ratio—stood at 123% at the end of FY2007, which was worse than that of the previous fis- cal year. Our mid-term business plan addresses this issue. We plan to bring the D/E ratio down to below 100% by the end of FY2010, and will take steps to shorten the cash conversion cycle from FY2008 throughout the Group. It is especially important to increase inventory turnover and accelerate early col- lection of accounts receivable, as means to improve cash flow and strengthen our financial structure. 16 a global corporation, it is an important part of our mission to proactively contribute to society on a worldwide scale. Toward this end, we are committed to developing people who have a global perspective and leadership potential. What are your thoughts about a corporation’s responsibility to transparently provide appropriate information to stakeholders and to ensure share- In what ways is Toshiba Group striving to be a holders of a reasonable return? responsible “corporate citizen of planet Earth”? Toshiba Group has many stakeholders, including our For Toshiba to continue to record sustained growth, I shareholders, customers, employees, suppliers, and am convinced that it is essential for us to raise public the different societies in which we operate. Without trust through making a firm commitment to the ful- their support, we could not carry out our business fillment of corporate social responsibility (CSR). The activities. In this context, I believe that management concept of a “corporate citizen of planet Earth” con- must make proper disclosure of information to stake- veys our corporate stance, and it consists of two fun- holders and listen closely to their voices. I recognize damental aspects. that one of the most important responsibilities of The first is that we give careful consideration to management is to provide a fair return for sharehold- all matters concerning the environment in all our ers. While giving full consideration to such factors as operations. “Toshiba Group Environmental Vision the strategic investments necessary to secure 2050,” which we announced in November 2007, was medium- to long-term growth, we try to maintain a developed from this perspective, and it states our dividend payout ratio of around 30% on a consoli- goal of raising the eco-efficiency of our products and dated basis, and in FY2007 the full-year dividend business processes 10 times by 2050, with 2000 as totaled ¥12 per share, a record amount. From now on, the benchmark year. we will continue to implement management strate- The second fundamental idea is to operate our gies that enhance the value of Toshiba Group and businesses with a deep understanding of the history, bring benefits to our shareholders and all of our stake- culture, and customs of the countries in the world. As holders. 17 Percentage of sales Electronic Devices Segment Percentage of sales 21% Business at a Glance FY2007 ended march 2008 Digital Products Segment Sales 08 07 06 08 07 06 Operating income / Operating income ratio 0.5% 0.6% 0.8% 15.0 15.8 20.9 36% 36% (Billions of yen) 2,951.2 2,805.5 2,536.5 (Billions of yen) MOBILE COMMUNICATIONS COMPANY Technological strengths in such areas as high resolution imaging, wireless and advanced devices enable the Mobile Communications Company to support rich com- munication in this broadband age, and the drive towards ubiquitous networks that will allow everybody to partici- pate in social networks. The company fuses leading- edge technologies in the multimedia mobile phone ter- minals that it develops and brings to market. DIGITAL MEDIA NETWORK COMPANY In the fields of imaging and audio equipment, the Digital Media Network Company offers LCD TVs and HDD & DVD recorders compatible with terrestrial digital broadcasting, digital audio players and LCD projectors. In mass storage the company provides the world market with small form factor HDD. The company has a wide product line-up, ranging from BtoB to BtoC, and will push hard to enhance Toshiba’s name in the digital AV business. In addition, the company will work on devel- oping and releasing leading-edge products with unique technologies that make them distinctively different from competing products. PERSONAL COMPUTER & NETWORK COMPANY As ubiquitous connectivity starts to make its way into the three domains of the home, the office and the mobile, we are bringing Toshiba Group’s cutting-edge core technologies to notebook PCs, servers, business telephone systems and other equipment, all toward continuing to shape a comfortable computing and net- work environment. 18 Sales (Billions of yen) 1,738.5 1,657.3 1,388.1 Operating income / Operating income ratio (Billions of yen) 4.3% 74.1 7.2% 8.9% 119.7 123.3 08 07 06 08 07 06 SEMICONDUCTOR COMPANY The Semiconductor Company promotes balanced busi- ness in three segments: memories, system LSIs and dis- crete devices. With NAND Flash memory and system LSIs and discrete devices for digital consumer products, we expect to see dynamic growth that we will sustain and advance through proactive application of management resources. DISPLAY DEVICES & COMPONENTS CONTROL CENTER The Center provides dedicated management across the electron tube business, including power tubes for accel- erators and X-ray tubes, the materials business, including precision manufactured parts and materials for the parts and components business, and the solid-state device business, including thermal print heads; all businesses that contribute to development and progress in diverse product areas. The Center also manages progress in key emerging technologies, including direct methanol fuel cells (DMFC) for mobile devices, DNA chips and photo- catalysts. TOSHIBA MATSUSHITA DISPLAY TECHNOLOGY CO., LTD. As it continues to lead the world in development of low temperature polysilicon TFT technology, Toshiba Mat- sushita Display Technology is also promoting develop- ment of high value added displays for a wide range of applications, including mobile phones, car navigation systems and mobile PCs. Social Infrastructure Segment Percentage of sales Home Appliances Segment Percentage of sales 29% 9% Sales (Billions of yen) 2,419.0 2,067.7 1,882.3 Operating income / Operating income ratio (Billions of yen) 5.4% 131.3 4.7% 96.8 4.1% 76.5 08 07 06 08 07 06 08 07 06 08 07 06 Sales (Billions of yen) 774.3 748.9 687.5 Operating income / Operating income ratio 3.9 0.5% 9.7 1.3% 2.7 0.4% (Billions of yen) POWER SYSTEMS COMPANY Expertise in nuclear, thermal and hydroelectric power generation ensures comprehensive and reliable electric power supply solutions. TRANSMISSION DISTRIBUTION & INDUSTRIAL SYSTEMS COMPANY Our transmission and distribution systems, electrical equipment and systems for transportation, production, control and measuring, all contribute to industrial devel- opment in world markets. SOCIAL INFRASTRUCTURE SYSTEMS COMPANY We serve the public with essential social infrastructure systems, water and environmental systems, broadcast- ing and network systems, and security and automation systems. TOSHIBA ELEVATOR AND BUILDING SYSTEMS CORPORATION We develop, deliver and maintain highly efficient, safe, state-of-the-art elevators and escalators, offer upgrades and provide integrated building management services. TOSHIBA SOLUTIONS CORPORATION From consulting to outsourcing, for industry and busi- ness, our full range of optimized solutions support our clients’ continued growth and development. TOSHIBA MEDICAL SYSTEMS CORPORATION Through advanced diagnostic imaging modalities, including CT system, MRI and ultrasound, and healthcare IT systems, we contribute to global healthcare. TOSHIBA CONSUMER ELECTRONICS HOLDINGS CORPORATION With the same innovative spirit that developed the lead- ing-edge technology for Japan’s first refrigerators, wash- ing machines, vacuum cleaners and rice cookers, we are taking our products to the global level, to contribute to richer, more comfortable lifestyles for people every- where. Others Percentage of sales 5% Sales (Billions of yen) 384.6 391.6 379.8 Operating income / Operating income ratio (Billions of yen) 3.8% 14.7 4.8% 4.7% 18.7 18.0 08 07 06 08 07 06 19 Business Review 20 Digital Products Segment Consolidated sales of Digital Products rose by 145.7 billion yen to 2,951.2 billion yen. The PC business saw sales growth on increased sales worldwide, and the Digital Media business also saw higher sales thanks to increased sales of TVs. Sales in the Mobile Phone business were flat, while the Retail Information Systems and Office Equipment business saw lower sales. Segment consolidated operating income decreased by 0.8 billion yen, resulting in profit of 15.0 billion yen. The PC business significantly increased operating income on higher sales, and the Retail Information Systems and Office Equipment business raised operating income by focusing on high-value added products. The overall Digital Media business, however, recorded a significantly lower performance, on costs incurred in the withdrawal from the HD DVD business. When dramatic change hit the HD DVD market environment at the beginning of 2008, management recognized the need for early clarification of company policy. After giving full consideration to future strategy, the decision was made to immedi- ately withdraw from the business. After-sales service and support continue, assuring customers who purchased products of continued use, free from concern. Finally, we sold our holding in IPS Alpha Technology, Ltd. a manufacturer of large-sized LCDs, to Matsushita Electric Industrial Co., Ltd. Toshiba’s position in the market Share of the global portable PCs market for 2007 1 2 3 4 5 ■ Hewlett-Packard ■ Acer ■ Dell ■ Toshiba ■ Lenovo ■ Others Total Volume of shipments (Thousands of units) 23,326 15,402 15,295 10,902 8,515 34,598 108,038 Share (%) 21.6 14.3 14.2 10.1 7.9 31.9 100.0 Share of the domestic mobile phones market for FY2007 1 2 3 4 5 ■ Sharp ■ Panasonic Mobile Communications ■ Fujitsu ■ Toshiba ■ NEC ■ Others Total Volume of shipments (Ten thousands of units) 1,276 738 592 511 463 1,496 5,076 Share (%) 25.1 14.5 11.7 10.1 9.1 29.5 100.0 10.1% Sources: IDC (March 2008) 10.1% Source: MM Research Institute (April 2008) Digital High Definition LCD Televisions “REGZA ZH500” series Through the latest advances in visual imaging, it is possible to enjoy all sorts of high definition content that are dis- tributed via digital terrestrial broadcast- ing, internet and optical cables, and to easily record that content onto the inte- grated 300-gigabyte hard-disk drive. Mobile Phones and PHS We offer a wide line-up, including mod- els that use “REGZA” LCD TV technol- ogy, organic light emitting diode (OLED) displays, phones for children and seniors, a waterproof model, and an easy-to-use PHS terminal. 21 Business Review: DIGITAL PRODUCTS (CONT.) MOBILE COMMUNICATIONS COMPANY While the Japanese market recorded a new high in total units shipped in FY2007, this is expected to change in the future, as the market undergoes steady change from matu- ration and carriers implement changes in the billing system (standard two-year con- tracts). Overseas, as the smart phone market continues to grow, leading venders are locked into fierce price competition. In these circumstances, we promoted sales of 21 models, including smartphones, in the Japanese and overseas markets. Although profit declined, we maintained sales revenue and unit sales at approximately the same level as in the previous fiscal year. In FY2007, our concerted efforts to enhance product variation could be seen in the release of the high-spec “W56T” with integrated “KCP+” platform and OLED display for au; the “921T” REGZA phone developed for Softbank; and in models that we delivered to Willcom and EMOBILE. We will continue to draw on our strengths in high-resolution imaging and other in-house technologies from the Digital Products segment to advance development of high value-added and fusion products. DIGITAL MEDIA NETWORK COMPANY In FY2007, sales rose on increased sales of large-sized LCD televisions, but operating income saw a decline, triggered by the withdrawal from the HD DVD business and price declines in the Hard Disk Drive (HDD) business. The television business saw a notable increase in sales, as “REGZA,” our unified global brand, achieved greater market penetration and we strengthened sales promot- ing of our line-up of LCD TVs with screen sizes of 26 inches and more. In Japan, we secured the number two position in that segment in March 2008, with a market share of approximately 25%. The July 2007 start of operations at our new LCD TV production base for Europe, Toshiba Television Central Europe Sp. z o. o. in Poland, will allow us to build share in the expanding European market. While market conditions remain tough, with projections indicating continued declines in sales prices, and further cost reduc- tions a matter of necessity, we will continue to launch a range of advanced, value- added products offering excellent image quality, integrated HDD, and network func- tions, and continue to develop and promote the “REGZA” brand as the key to expanding the business. The Storage business, where we focus on high-volume, high value-added 1.8- and 2.5-inch HDDs, saw decreased sales and operating income due to price declines. The abrupt change in the business environment that hit the HD DVD business at the beginning of the year led us to withdraw from the business at the end of March 2008, and to end production of HD DVD players and recorders. Going forward, we will promote maximized application of our accumulated expertise in advanced technolo- gies such as video processing and compression, and combine them with Flash memory 22 and HDD storage technologies to create new strategic products for our age of digital convergence. In our current DVD business, while prices continue to ease, Toshiba num- bers among the market leaders in Japan, thanks to sales promotions focused on prod- ucts that can record terrestrial digital broadcasts, and we will continue to operate the DVD player and recorder business. While Toshiba faces price pressure and a tough competitive environment, our superior technological capabilities will allow us to stimulate the market through the proactive launch of cutting-edge products suited to the market’s needs. PERSONAL COMPUTER & NETWORK COMPANY The worldwide notebook PC market continues to see high annual growth. Given this, our main emphasis is on expanding overseas sales, and in FY2007 we achieved ship- ments of over 10 million units for the first time. As sales grew, we also promoted intensi- fied cost reduction measures, and succeeded in generating greater sales and operating income than in previous fiscal years. In FY2007, we made the most of our capabilities in notebook PCs and Toshiba’s position as an imaging equipment manufacturer to launch products with cutting-edge functions. The “Qosmio” series of AV notebook PCs was strengthened as we led the industry in commercializing “Qosmio G40/97D”, in Japan, which integrates two digital terrestrial broadcasting tuners and offers enhanced compatibility with AV equipment. In our “Thin & Light” series of “PORTE´GE´,” we started sales of the world’s lightest notebook PC; under 900g, even with a built-in optical drive and a 12.1-inch wide LCD. We also announced the world’s first notebook PC with a 128-gigabyte Solid State Drive (SSD). At Toshiba, we will continue to direct our attention to the notebook PC field, and to work for and look forward to consistent business expansion. In this age of ubiquitous connectivity, we will also continue to release products incorporating the latest advances in core technologies for the home, office and mobile spaces. Our goal is to realize highly functional computing and network environments that are a pleasure to use. 23 Business Review 24 Electronic Devices Segment The Semiconductor business saw sales increase, mainly in NAND Flash memory. Sales in the Devices and Components business remained flat. The LCD business saw sales decline on sluggish sales of LCDs for mobile applications and a decline in sales prices. Overall consolidated segment sales increased by 81.2 billion yen from the previous year to 1,738.5 billion yen. Consolidated operating income for the segment was 74.1 billion yen, a decrease of 45.6 billion yen from the previous year. Both the Semiconductor business and the LCD business saw significantly lower operating income, the result of declining sales prices. We have agreed with Sony Corp. and Sony Computer Entertainment Inc. to establish a joint venture to manufacture high-performance semiconductors, and we acquired manufacturing equipment from Sony Group. On the strength of a pro- jected increase in demand for NAND Flash memory as it finds even wider applica- tion, and in order to put in place a system that gives us the flexibility and speed required to respond to demand for next-generation memory, we have decided to construct two semiconductor manufacturing facilities at the same time, in Yokkaichi and Kitakami. One of these new facilities will be operated with US-based SanDisk —we will equip the facility together, and operate it as a joint venture. Toshiba’s position in the market Share of the global semiconductors market for 2007 1 2 3 4 5 ■ Intel ■ Samsung Electronics ■ Toshiba ■ Texas Instruments ■ Infinion Technology ■ Others Total Sales (Million of US$) 33,800 20,464 11,820 11,768 10,194 185,865 273,911 Share (%) 12.3 7.5 4.3 4.3 3.7 67.9 100.0 Share of the global small- and mid-sized TFT-LCD market for 2007 (Amount base) 1 2 3 4 5 ■ Sharp ■ Toshiba Matsushita Display Technology ■ Samsung Electronics ■ Epson Imaging Device ■ Hitachi Displays ■ Others Total Share (%) 20.3 10.9 8.6 8.2 7.0 45.0 100.0 4.3%4.3% Source: Gartner Dataquest (April 2008) 10.9% Source: DisplaySearch (January 2008) Direct Methanol Fuel Cell (DMFC) for mobile phones We continue development work toward establishing DMFC as a new business. In February 2008, we unveiled a Toshiba mobile phone integrating a working prototype of thin DMFC that supported extended operation. High-Performance Processor “SpursEngineTM” Meeting demands for real-time, high-level image process- ing in digital equipment requires a powerful coprocessor to support the host processor. The SpursEngineTM is based on the high-performance multi-core technology of the Cell Broadband EngineTM (the high-end processor devel- oped by IBM, Sony Group and Toshiba) and adds Toshiba’s advanced image processing technology. 25 Automotive-use circular LCD display A 75mm outer diameter LCD display developed by Toshiba Matsushita Dis- play Technology Co., Ltd. applies advanced low-temperature polysilicon technology to achieve a circular form. The display can be installed in vehicle instrument panels. Business Review: ELECTRONIC DEVICES (CONT.) SEMICONDUCTOR COMPANY In FY2007, sales grew on increased volume demand for NAND Flash memory and dis- crete semiconductors, but the severe price declines that hit NAND Flash memory com- bined with changes in the accounting for estimation of salvage value to produce a sig- nificant decrease in operating income. While price declines in NAND Flash Memory exceeded our expectations, the market continues its sustained expansion, and we are responding by expanding capacity. Most recently, we completed construction of Fab 4, a new facility at Yokkaichi Operations, in September 2007, and commenced production in December. In readiness for future demand growth, we have firmed up plans to add new NAND Flash facilities, one in Yokkaichi, Mie Prefecture, the other in Kitakami, Iwate Prefecture. Construction of the two facilities is scheduled to begin in spring 2009, with completion in 2010. Looking to the future, we are migrating to 43-nanometer process technology, and we are under- taking R&D of next generation memory technologies that will increase density. In system LSI, the System-on-Chip (SoC) business environment remained severe, but we continued to make progress in CMOS sensors. Among moves to strengthen the business, we brought production of CMOS camera modules for mobile phones in- house, at Iwate Toshiba Electronics Co. We are also promoting cooperative agreements with other companies. We formed an alliance with Sharp Corp. in system LSIs for LCD TVs, and also entered into a contract with Sony Group for a joint venture to produce high-performance processors and graphics engine. The discrete semiconductor business anticipates strong growth in power devices. In readiness for this, Kaga Toshiba Electronics Corp. started operation of a new manufac- turing facility in October of 2007. In coming years, Toshiba plans to retain and reinforce operating superiority as a ver- tically integrated device manufacturer through swift transitions to advanced genera- tions of process technology, expanding the memory business, particularly in NAND Flash memory, and strengthening the system LSI and discrete businesses with strategic allocations of resources to growth fields. DISPLAYS DEVICES & COMPONENTS CONTROL CENTER In FY2007, the electron tubes, materials, and solid state device businesses made steady progress and recorded stable sales. We continue to make advances in the development of direct methanol fuel cells (DMFC) for mobile devices, and in February 2008 we showed a working prototype of an integrated thin DMFC that brought extended operating time to a Toshiba mobile phone at the “Mobile World Congress 2008.” We also continue to promote development of DNA chips for medical diagnostics. In June 2007, we announced a submission for marketing approval of a DNA chip as an 26 in-vitro diagnostic product for classifying strains of the human papillomavirus, a known cause of cervical cancer, that we developed with SEKISUI MEDICAL Co., Ltd. (formerly Daiichi Pure Chemical Co., Ltd.) and Toshiba Hokuto Electronics Corp. If this application is granted, we will be the first to bring a medical-use DNA chip to the Japanese market. The technology also has non-medical applications. Working with the National Research Institute of Police Science and Obihiro University of Agriculture and Veterinary Medi- cine, we have applied it to the development of a DNA chip to detect biological agents, achieving a means for testing samples suspected of containing pathogens that is quick and simple, and that supports simultaneous inspection of several targets at once. In the materials field, Toshiba Materials Co., Ltd. announced development of a groundbreaking visible light responsive photocatalyst that functions in low level lumi- nance, including indoors, and that has 30 times the gas-decomposition efficiency and 50 times the antibacterial effectiveness of typical titania-based photocatalysts. We are now implementing plans to boost competitiveness in current businesses and to enlarge the scale of operations with new business, with a particular emphasis on the early launch of DMFC. TOSHIBA MATSUSHITA DISPLAY TECHNOLOGY CO., LTD. FY2007 saw steady progress in LCD panels for mobile PCs and automotive applications, but sudden demand fluctuations, most notably for mobile phones in overseas markets, together with dramatic falls in prices, resulted in sales falling below the level of the pre- vious fiscal year. Efforts to support profit that included continuous productivity improvements, moves to reduce the purchase prices of parts materials and to control fixed costs, eventually could not compensate for price declines and lower sales, result- ing in a substantial decrease in operating income. To meet the growing market for panels for mobile equipment, Ishikawa Works installed a new line for low-temperature polysilicon LCD displays and commenced pro- duction in October 2007. Technology advances are at the heart of the display business, and as we continued to promote the transition to thinner, lighter models across our products, we also expanded development of a line-up of 12.1-inch panels that offer improved visibility in direct sunlight for use in outdoor vending and ticket machines, of 3.5- and 5.7-inch pan- els for portable terminals, and of circular LCDs for vehicle instrument panels. Develop- ment of small OLED panels also continues, with the goal of commercialization in FY2008. In FY2008, we will advance the shift to high value-added products and products for new markets, and implement cost-cutting measures at an early stage to support improved profitability. 27 Business Review 28 Social Infrastructure Segment Consolidated segment sales increased by 351.3 billion yen to 2,419.0 billion yen. The Power Generation Systems business saw solid sales of thermal power plant and equipment, mainly overseas, and the consolidation of the Westinghouse Group also boosted sales. The Transmission Distribution & Industrial Systems business recorded higher sales on good performances in transmission and distribution systems, and transportation systems. Sales in the Medical Systems business rose on improved overseas sales. The IT Solutions business and the Elevator business also saw increased sales. The Social Infrastructure Systems business booked lower sales, as broadcasters completed initial capital investments in digital broadcasting. Consolidated operating income rose by 34.5 billion yen to 131.3 billion yen. While results slipped in the Social Infrastructure Systems business, both the Power Generation Systems business and the Transmission Distribution & Industrial Systems business posted solid results. The Medical Systems business and IT Solutions busi- ness saw the same high profitability as in the previous period, and the Elevator busi- ness also recorded a good performance. Transmission Distribution & Industrial Systems Company was established on April 1, 2008, following partial reorganization of Power Systems Company, Industrial Systems Company and Social Infrastructure Systems Company. Toshiba’s position in the market Share of the U.S. steam turbine and generator market for 2007 1 2 3 4 5 ■ Toshiba ■ Siemens ■ Fuji Electric Systems ■ General Electric ■ Dresser-Rand ■ Others Total MWe 4,323.0 1,633.0 286.0 285.0 101.3 112.3 6,740.6 Share (%) 64.1 24.2 4.2 4.2 1.5 1.8 100.0 Source: McCoy Power Report “Steam Turbine Report 2007” 64.1% POWER SYSTEMS COMPANY The FY2007 full year consolidation of the Westinghouse Group for the first time (the group was consolidated during the second half of the previous year), along with a notably strong performance in the thermal power business, supported us in achieving significantly increased sales and operating income. Our basic strategy is to build up overseas business while reinforcing our presence in the service business, including corrective power plant maintenance, in the Japanese market. In the nuclear energy business, Westinghouse received orders for four PWR Advanced Site Assembly (ASA) 500kV power transformer Toshiba overcame the logistical chal- lenge of delivering high capacity, large- sized transformers to locations that impose strict road conditions, including road-use limitations, by dismantling at the factory, transporting in compo- nents, and reassembling at the site with strict quality control. In 2007, Toshiba realized a compact next-generation ASA transformer by optimizing insula- tion design. Dynamic Volume CT System (Aquilion ONETM) One rotation, 320 slices, 0.35 seconds—and a complete 3D image of the heart or brain. Toshiba’s Area Detector CT System is the first in the world, capable of capturing complete images in such a short time, in only one rota- tion. The system delivers highly detailed, dynamic 3D images of organs, reduces the patient’s exposure to radiation, and supports improved diagnostics and health care, thus contributing to a healthier, better society. (pressurized water reactors) plants in China, while Toshiba was selected as the prime contractor in a project to construct two BWR (boiling water reactors) plants in the U.S. Westinghouse’s measures to reinforce its overseas business bases included acquisitions of nuclear power engineering companies in South Africa and France, while Toshiba established a company to support promotion of its nuclear energy business in the U.S. The Group’s determination to enhance its capabilities in the nuclear fuel supply area underpinned a partnership with Kazatomprom, Kazakhstan’s state-owned nuclear energy business company. In the thermal power business, the company continued to win significant orders and to maintain leadership in the U.S. market for steam turbines and generators, and established Toshiba Xingyi Control System (Xian) Co., Ltd. to manu- facture and sell information control systems for plants in China. In order to assure its ability to meet demand for services in Japan and for power generation equipment overseas, we will continue to promote development of power generation systems and to develop strategies that enhance competitiveness, including strategic alliances, while giving full consideration to environmental issues. 29 Business Review: SOCIAL INFRASTRUCTURE (CONT.) TRANSMISSION DISTRIBUTION & INDUSTRIAL SYSTEMS COMPANY In FY2007, the company increased both sales and profits as the transmission and distri- bution business, industrial system business, and the transportations system business were carried forward on strong demand, both in Japan and overseas. The company is determined to reinforce its business in transmission and distribution (T&D). By driving forward a global expansion of its manufacturing and procurement bases, along with its sales function, the company proposes to expand business in the Middle East and Asia, including China; in South America, including Brazil; and in the large-scale markets of North America and Europe. The company will enhance competitiveness by establishing an integrated system that covers electricity transmission through to final dis- tribution, with the aim of becoming one of the world’s top players in T&D. The company also intends to accelerate globalization of industrial component products and electric products for rolling stock by cooperating with the T&D business, and to promote expan- sion of its new business in the “SCiBTM (Super Charge ion Battery),” an innovative recharge- able battery. SOCIAL INFRASTRUCTURE SYSTEMS COMPANY In FY2007, despite a good performance in the radio application systems business, the company reported lower sales and profits as the broadcasting systems business com- pleted the first round of equipment sales for terrestrial digital broadcasters, carriers installed fewer base stations for mobile phone services, and the security and automa- tion system business completed a program for IC-based updating of station service equipment for rail cars in Kanto, the area around Tokyo. The infrastructure systems business provides total solutions for managing buildings, road transportation, and facilities for rivers, etc. The water purification and environmen- tal systems business has started commercial operations of Japan’s first processing facil- ity for soil contaminated with PCBs. The broadcasting and network systems business has entered into a capital alliance with Ikegami Tsushinki Co., Ltd. to promote a tapeless video production and editing system. The radio application system business is extend- ing operations into next-generation products, while advancing the overseas develop- ment of radio application systems, etc. The security and automation systems business is promoting expansion, including overseas marketing of such new products as mailing equipment. The company will contribute to the creation of a safe, secure, comfortable society, by providing customers with high quality infrastructure and diverse solutions. TOSHIBA ELEVATOR AND BUILDING SYSTEMS CORPORAITON New orders received remained stable in Japan in FY2007 on the strength of large-scale developments in the capital region. The renewal and maintenance business saw 30 healthy demand for replacement, and the number of maintenance contracts passed the 100,000 units milestone. Overseas, sales and operating income grew on increased business in China. In Japan, the company started sales of new products and services offering anti- earthquake measures in May 2007, and in November our “elevator renewal” program took the industry’s first Minister’s Prize, the Ministry of Economy, Trade and Industry, at the fourth Eco-Products Awards (Eco-Service Category). Overseas business grew on the commercialization of environmentally-conscious elevators in China, where demand continues to emerge. Going forward, alongside the new construction and maintenance business in Japan, and responding to upgrade demand, the company will expand overseas business, mainly in China, the Middle East and Asia. TOSHIBA SOLUTIONS CORPORATION In FY2007, a healthy performance in business solutions and embedded software for finan- cial and manufacturing companies in Japan boosted both sales and operating income. The Japanese IT market is expected to expand at an annualized rate of 3% as require- ments grow for larger, more complicated solutions systems and higher added value, especially by large corporations. Toshiba established a high-quality system development platform, “CommonStyleTM,” in spring 2007 to realize shorter development times and achieve better quality. We have since used it to develop various solutions systems. We continually seek to operate as our clients’ No.1 IT solutions partner, to enhance customer satisfaction and to earn the highest evaluation and trust of our customers. TOSHIBA MEDICAL SYSTEMS CORPORATION In FY2007, the Japanese and U.S. markets for diagnostic imaging systems shrank by approximately 15% against the same period a year ago, as administrative initiatives to control medical costs cooled markets in advanced countries. On the positive side, mar- kets in emerging economies such as Asia, the Middle East and Latin America expanded on increased investment in the medical fields. In this business environment, Toshiba promoted sales by concentrating on leading-edge medical systems, including 64 multi- slice CT, ultrasound and MRI systems. As a result, the ratio of overseas sales to the total exceeded 50% and both sales and operating income recorded a steady increase. We commercialized a new generation Dynamic Volume CT system, “Aquilion ONETM,” which makes it possible to image the whole heart or brain in a minimum of one 0.35-second rotation. Looking ahead, we will provide medical institutions and the global market with high-quality, reliable products and appropriate services, and continue to strengthen our competitiveness by developing new technologies. 31 Home Appliances Segment Consolidated sales of Home Appliances increased by 25.4 billion yen from the previ- ous year to 774.3 billion yen, on higher sales of air conditioners, refrigerators and washing machines, mainly in overseas markets. Consolidated segment operating income declined by 5.8 billion yen to 3.9 billion yen, largely as the result of amendment of the Building Standards Law, declines in prices for home appliances and industrial lighting, and increased costs involved in restructuring domestic manufacturing bases. We also streamlined group companies in the home appliance segment in April 2008, in order to improve management efficiency and accelerate decision-making. In a major initiative, we introduced “eco style” as a new marketing concept cov- ering all of our products in Japan in October 2007. We are leading the way in indus- try efforts to reduce greenhouse gas emissions from homes, and aim to further develop the home appliance business by manufacturing environmentally friendly products. Toshiba’s position in the market Washing machine market share by unit sales Over the four years 2004 to 2007, we maintained the No.1 share in the Japanese washing machine market in unit sales. Source: GfK Japan nationwide survey of leading electronic goods retailers TOSHIBA CONSUMER ELECTRONICS HOLDINGS CORPORATION Home Appliances business In FY2007, our product line-up covered a wide variety of home appliances: “Quie” cyclone vacuum cleaners, recognized for the quietest operation; rice cookers with a built-in vacuum pump; simple heat control IH cooking heaters; refrigerators with mois- turizing functions; and drum-type washer-dryers with heat pumps. All of these products saw good sales. In order to boost competitive power in the refrigerator business, we transferred pro- duction from Osaka Operations to a production facility in China at the end of Septem- ber 2007. We also transferred refrigerator development and design to Aichi Operations, which is positioned as our global product and manufacturing technology development center for home appliances, at the end of March 2008. Business Review 32 E-CORE Highly Efficient LED Downlight E-CORE40 downlights were installed as top lights around pillars in the main lobby of the Imperial Hotel in Osaka. The custom-made downlights striking the surface of pillars create an elegant atmos- phere. Drum-type washer-driers TW-3000VE Improved energy heat pump efficiency and increased air flow volume during the drying cycle successfully shortened the overall length of washing and drying time to approximately two hours. “Daiseikai” room air-conditioners BDR Series Features include the “eco de clean system,” the industry’s most powerful dust gathering plus the industry’s most efficient energy saving ability. The remote controller displays electricity consump- tion, so users can see just how much energy has been saved. Air-conditioning business We started sales of the innovative “Daiseikai BDR” series room air-conditioners in Decem- ber 2007. These feature the “eco de clean system,” the industry’s most powerful dust gathering system, which realizes energy savings of up to 30%. In overseas markets, the air-conditioner business saw good sales, mainly in Europe and Asia, supporting sales growth. Lighting business We released E-CORE, a highly efficient LED downlight with built-in power unit (40W) in July 2007. E-CORE saves energy and reduces CO2 emissions, characteristics that won the “Chairperson’s Award, Eco-Products Awards Steering Committee,” given to eco-friendly products and services. In November 2007, we released the 60W E-CORE in order to fur- ther promote LED lighting by expanding the product lineup. Industrial lighting prod- ucts, including cold cathode fluorescent lamps for LCD backlights, also saw good sales. 33 CSR Management 34 CSR Management Toshiba Group positions CSR (Corporate Social Responsibility) as a key management policy, accords the highest priority to human life, safety and legal compliance, and seeks to contribute to the achievement of a sustainable society. Based on this approach to business, we recognize the importance of communication with stakeholders, and address issues related to the environment, customer satisfaction, human rights, corpo- rate citizenship, and CSR-based procurement. The basic policies and objectives of our corporate governance are to improve management efficiency and transparency, and to maximize corporate value from the perspective of our shareholders. IMPLEMENT CSR MANAGEMENT AS “A CORPORATE CITIZEN OF PLANET EARTH” In promoting CSR-based management, Toshiba Group attaches two meanings to the concept of “a corporate citizen of planet Earth.” First is our determination to play a lead- ing role in realizing a better global environment. Second is to contribute to society by developing business activities that respect the history, culture and traditions of each country and region of the world where we are active. Toshiba Group’s CSR Management has earned very positive evaluations from inde- pendent socially responsible investment (SRI) research agencies, and has been selected for the Dow Jones Sustainability Index (DJSI) for eight consecutive years. MAJOR EVALUATIONS OF TOSHIBA GROUP CSR IN 2007 Nihon Keizai Shimbun: Environmental Management Ranking Second Place Center for Public Resources Development (Japan): Survey on Corporate Sociality Integrex (Japan): Corporate integrity and transparency A A SAM (Switzerland): CSR Corporate Evaluation Gold Class Innovest (USA): Society/Environment Rating Agency AAA WITH ENVIRONMENTAL VISION 2050, CONTRIBUTE TO THE REALIZATION OF A BETTER GLOBAL ENVIRONMENT With the aim of realizing the essence of being “a corporate citizen of plant Earth,” we announced “Toshiba Group Environmental Vision 2050” in November 2007. This state- ment represents the Group’s commitment to contribute to the realization of a rich life led in harmony with the Earth by 2050, by striving to reduce the environmental burdens resulting from population growth and economic development. More than a simple statement of intent, the Vision defines specific targets to enhance the overall eco-efficiency of products and business processes by 10 times (Fac- tor 10) in 2050, against benchmarks based on FY2000. Toshiba Group “Environmental Vision 2050” The ideal situation in 2050 Goals toward ensuring that “People lead rich lifestyles in harmony with the Earth” * Reduce the environmental impacts of population growth * Ease the environmental impacts of economic development * Create rich value Environmental Vision 2050 CO 2 REDUCTION EFFORTS INVOLVING ENERGY AND ECO-PRODUCTS In working toward achieving “Environmental Vision 2050,” we have adopted various measures to reduce CO2 emissions. Energy: As a manufacturer of energy generation equipment, we seek to promote new levels of safety in nuclear power generation and streamline the efficiency of ther- mal power generation. Beyond this, we aim to promote methods for capturing and fix- ing CO2, reducing energy losses from power transmission, and the practical application of renewable energy and of dispersed power sources, including fuel cells. Our aim is to contribute to a reduction in CO2 emissions of 82 million tons by 2025. Eco-products: We seek to promote development of lifestyle-changing technologies and pursue heightened efficiency and power saving. We also aim to promote the development of high-end electronic devices that bring new levels of low power consumption to LED lighting, air-conditioners and other home appliances. Through innovations in new, non-tra- ditional products, we aim to reduce CO2 emissions by 35.7 million tons by 2025. The overall impact is a total of about 120 million tons of CO2, around twice the annual CO2 emissions of a mega-city like Tokyo or London. Eco-process: In manufacturing processes, we strive to reduce energy consumption in our semiconductor and LCD clean rooms, manufacturing facilities and buildings, and proactively deploy new energy and renewable energy sources. 35 CSR Management WE HAVE EXTENDED OUR FOURTH VOLUNTARY ENVIRONMENTAL PLAN TO 2012, IN ORDER TO ALIGN IT WITH THE KYOTO PROTOCOL. Toshiba Group‘s Fourth Voluntary Environmental Plan originally defined concrete tar- gets and measures for products and business processes up to 2010. The March 2008 extension carries the plan forward to 2012, in alignment with the first commitment period of the Kyoto Protocol, and defines new CO2 reduction targets for eco-products. Higher targets for enhanced business processes, including measures to save power in semiconductor and LCD clean rooms, underline our commitment to counter global warming. “Environmental Vision 2050” Toward “People lead rich lifestyles in harmony with the Earth” Factor 12 10 8 6 4 2 1 0 2000 Factor = Improved eco-efficiency 10 Eco-efficiency = Value Environmental impact 5 Create rich value Creation of Creation of new values new values 2 2010 Ease environmental impacts of economic growth Harmony Harmony with the Earth with the Earth 2050 Respond to population growth 2025 Environmental Vision 2050 Factor 10 Concrete Action Plan Target year to FY2012 TOSHIBA GROUP’S 1.5 MILLION TREE-PLANTING PROJECT AROUND THE WORLD Toshiba Group has developed campaigns to create forests and to plant 1.5 million trees around the world as part of its contribution to a better global environment by 2025, the year that marks Toshiba’s 150th anniversary. In Japan, we are involved in creating “Toshiba Forest” near Gotemba City in Shizuoka, at the same time as cooperating in the cultivation of national forests and maintaining the “Corporate Forest Toshiba (Ontake)” in Ome, the western outskirts of Tokyo. We are also cooperating with municipal governments in Tochigi, Oita, and Kyoto Prefectures, to promote the creation and upkeep of forests. Outside Japan, the main focus of our tree planting is Asia, where we have many business bases, and we also support programs in North and South America, Europe, Africa and the Middle East. We are very happy to contribute to the global environment by supporting tree planting through donations and voluntary activities by employees. Top of next page: Tree planting at Loess Plateau, China. Bottom: Tree planting in Ome, Tokyo 36 Research & Development and Intellectual Property Research & Development and Intellectual Property Research & Development RESEARCH & DEVELOPMENT POLICY With basic policies focused on “increase value through process innovation” and “create value through value innovation,” and guided by the concepts of “surprise and sensa- tion” and “safety and security,” Toshiba Group directs its energies into wide-ranging research activities grounded in Eco & Energy, in areas as diverse as development of new materials and new products and systems, production technology, and technology advances that strengthen differentiation. RESEARCH & DEVELOPMENT ORGANIZATION Within Toshiba Group, the development centers of in-house companies and group companies do research for today, while the Corporate Research & Development Center does research for tomorrow. Beyond that, we are also advancing measures to take inno- vation to the global level, promoting research in Toshiba facilities in Europe, the United States, China and Southeast Asia. Corporate Staff Corporate Laboratories Corporate Research & Development Center Corporate Manufacturing Engineering Center Corporate Software Engineering Center Development Center President & CEO Digital Products Segment Core Technology Center Electronic Devices Segment Social Infrastructure Systems Segment Process & Manufacturing Engineering Center Center for Semiconductor Research & Development Power and Industrial Systems Research & Development Center ACTIVITIES IN FY2007 Toshiba Group promotes research & development into technologies and products for its three main business domains, the Digital Products segment, Electronic Devices seg- ment, and Social Infrastructure segment, following a strategic products map designed to lead to Group-wide growth. In FY2007, as Digital Products segment entered a new phase of growth, we took measures to reinforce our business, starting with semiconductors and nuclear power, by starting to focus on a new paradigm, “Eco & Energy.” At the same time, we took steps to enhance our imaging technologies by further enhancing collaboration between the Digital Products segment and Electronic Devices segment, intensifying efforts to create cross-functional business synergies. Research & Development Cost (Billion yen) . 0 4 9 3 . 2 2 8 . 1 9 1 . 4 2 7 3 . 9 0 7 . 7 8 1 . 5 0 2 . 5 4 7 1 . 3 8 0 1 . 2 4 7 1 . 5 8 1 1 . 3 3 9 3 . 3 8 8 . 2 6 6 1 . 3 8 1 1 FY2005 FY2006 FY2007 Digital Products Electronic Devices Social Infrastructure Home Appliances / Others 38 Toshiba Group will continue to create cutting edge technology by promoting constant innovation, with “Creativity for Decommoditized Technology” as a technology slogan. Major achievement of Research & Development Commercialization of LCD TV with enhanced connectivity with AV equipment, etc. Commercialization of NAND Flash memory fabricated with 43-nanometer process technology Development of the Super Charge ion Battery (SCiBTM), an innovative rechargeable battery Commercialization of X-ray CT systems that significantly shorten time for 3D imaging of internal organs Commercialization of home air-conditioners with industry-leading power saving performance Intellectual Property INTELLECTUAL PROPERTY STRATEGY Toshiba Group’s intellectual property (IP) strategy interweaves with its business strategy and research & development strategy to bind the three into one. The intent is to pro- mote proactive measures for realizing sustained growth with high profit that rests on the three pillars of the patent application strategy, patent enforcement strategy, and IP management. O u r l r e a t i v e p a t e n t p o w e r Advantageous areas Standard Licensing Market enlargement, RAND conditions Differentiated products & technologies Enclosure Fair paying cross licensing Maturity/non-commercialization Alliances Ensuring business options Competitive areas Cross licensing Ensuring freedom of business Differentiation Our patent application strategy centers on building a strong portfolio by proactively filing large numbers of patent applications in core technology areas. Efforts are also underway to strengthen overseas patent applications in support of growth in overseas business. The Group’s patent enforcement strategy concentrates on preventing outflows of technologies related to core businesses and differentiation, ensuring that they are retained within Toshiba. In connection with this we actively license mature and non- commercial technologies. In addition, we also make use of licenses with RAND (Reason- able and Non-Discriminatory) conditions for technologies related to standardization, cross license to ensure freedom of business, and promote alliances linked to our busi- ness strategies. 39 Research & Development and Intellectual Property Japanese patent registrations (2007) Ranking No. of registrations In IP management, we have worked to train expert IP personnel, to promote man- agement of Toshiba Group‘s IP as a whole, and to prepare and maintain IP-related regulations. IMPORTANT PATENTS AND COMMENDATIONS FOR INVENTIONS Toshiba Group has a large patent portfolio covering all areas of its business. Digital Products Segment HDD ................................................. Notebook PCs ........................... MPEG-4 .......................................... DVD .................................................. Electronics Devices Segment DRAM .............................................. NAND Flash memory ............ Social Infrastructure Segment Equipment for diagnostic imaging systems ...................... IC cards .......................................... Nuclear power generation ... Home Appliances Segment Washing machines ................. Inventions related to GMR (Giant Magneto Resistive) heads Inventions related to BIOS (Basic Input Output System), mounting and energy conservation Inventions related to standard-compliant encoding of moving Inventions related to optical disks and playback and recording Inventions related to circuit structures and their manufacture Inventions related to circuit structures and their manufacture Inventions related to X-ray CT systems and diagnostic ultrasound imaging systems Inventions related to access control to data memory Inventions related to nuclear power plant Inventions related to DD (direct drive) methodology and noise sup- pression technology NUMBER OF PATENT APPLICATIONS BY BUSINESS SEGMENT (FY2007) Number of Patent Applications Japan U.S. China Corporate Laboratories 1,390 990 330 Digital Products 1,550 910 260 Electronic Devices 2,010 1,220 150 Social Infrastructure 2,570 360 270 Home Appliances 410 10 30 Total 7,930 3,490 1,040 Toshiba’s high-tech capabilities have earned positive evaluations. In FY2007, the Japan Institute of Invention and Innovation recognized the Group’s achievements in con- tributing to the progress of science and technology and the development of industry with the following awards at the National Commendation for Invention. The Asahi Shimbun Invention Prize: Patent number 2642362 “Invention of MRI system that acquires high-quality images with EPI (Echo Planar Imaging) method” The 21st Century Encouragement of Invention Prize: Patent number 3811142 “Invention of novel rare-earth complexes and application to emission devices” The Invention Prize: Patent number 3346902 “Invention of stitched-pole magnetic heads for ultra-small size mobile HDDs and ultra-large capacity HDDs” 1 4,760 Matsushita Electric Industrial Toshiba Ricoh Hitachi Canon Sony Seiko Epson Denso Fujitsu Honda 2 3 4 5 6 7 8 9 10 Results shown above are based on survey through PATOLIS 3,425 2,813 2,722 2,654 2,641 2,627 2,611 2,512 2,464 U.S. patent registrations (2007) Ranking No. of registrations 1 2 3 4 5 6 7 8 9 10 IBM Samsung Electronics Canon Matsushita Electric Industrial Intel Microsoft Toshiba Sony Micron Hewlett- Packard 3,148 2,725 1,987 1,941 1,865 1,637 1,549 1,481 1,476 1,470 Source: U.S. IFI Co., Inc. 40 Corporate Governance Corporate Governance Toshiba’s Governance System Toshiba promotes corporate governance based on the fundamental policy and objec- tives of enhancing management efficiency, increasing transparency, and seeking to maximize corporate value from the shareholders’ perspective. Towards those ends, Toshiba made the transition to a Company with Committees system in June 2003. The board now has 14 directors, seven of them non-executive officers. Each of the three committees has a majority of outside directors, and the Nomination Committee and Compensation Committee are both chaired by outside directors. Corporate Governance Structure Appointment and Dismissal Supervision General Meeting of Shareholders Appointment/Dismissal Directors Board of Directors Audit Nomination Committee 1 internal director, 2 outside directors ( ( Audit Committee ( 2 internal directors, 3 outside directors ( Compensation Committee ( 2 internal directors, 3 outside directors ( President & CEO Executive Officers Divisions Audit Audit Audit Corporate Audit Division Cooperation TOSHIBA’S CORPORATE GOVERNANCE INITIATIVES Q. Please explain Toshiba’s attitude toward corporate governance, and areas where you think you can make a contribution as an outside director. A. Toshiba made the transition to a Company with Committees, to maximizie corporate value. But the point is to infuse it with spirit as well as to establish the system. I know that everybody in Toshiba’s management emphasizes corporate governance, and that they are taking action to achieve corporate management with spirit. At the Ministry of Justice, my responsibilities included revision of corporate law, and as a judge, I handled lawsuits, so as an outside director of Toshiba I can make proposals to management, especially on compliance issues. Toshiba promotes a very wide range of businesses. I will do my best to assure that everybody understands and observes compliance with laws and regulations. Atsushi Shimizu Outside director 41 Corporate Governance Toshiba’s Internal Control Systems Everybody in Toshiba, management and employees alike, is required to respect the val- ues and code of conduct clarified in the Toshiba Group Standards of Conduct. In response to the Companies Act of Japan, which came into force in May 2006, Toshiba’s board of directors resolved basic policies on the internal control system in April 2006. Accordingly, Toshiba requested all Toshiba Group companies in Japan to adopt basic policies on internal control systems by resolutions of their boards of directors, to rein- force internal control systems throughout Toshiba Group. Toshiba supports Toshiba Group companies in this by establishing models of basic policies and principal rules covering internal control systems. Beyond this, Toshiba has also asked all overseas group companies to adopt the Toshiba Group Standards of Conduct and to establish internal control systems, includ- ing introduction of self-audit and improvement programs, while taking into considera- tion the local circumstances and legal requirements faced by each company. STRUCTURE TO PROMOTE RISK AND COMPLIANCE MANAGEMENT Toshiba strives to practice fair and transparent management through a combination of risk management and legal compliance. A Risk-Compliance Committee has been estab- lished to handle all related issues, and to support the Chief Risk-Compliance Manage- ment Officer (CRO) in carrying out the task of risk compliance management for the Company as a whole. Other committees, including the Technology & Production Com- pliance Committee and Sales Compliance Committee, have been introduced as vehi- cles for responding to urgent and serious risks. Risk Management and Compliance Management Structure Risk-Compliance Committee President & CEO Technology & Production Compliance Committee Sales Compliance Committee Risk Management Committee Litigation Committee Overseas Safety Committee CPL* Examination Committee In-house Company Risk-Compliance Committee etc. *CPL: An abbreviation combining CL (contractual liability) and PL (product liability) 42 COMPLIANCE Toshiba places the highest priority on human life and safety and on compliance with laws and regulations in all business activities. To ensure that all employees thoroughly under- stand and observe compliance, we provide education on the content of the Toshiba Group Standards of Conduct. Compliance programs covering Antitrust Law and code of conduct covering sales to gov- ernment and public offices have been introduced, and all sales personnel get dedicated train- ing in these areas. Toshiba is also concerned to ensure that its engineers have a strong sense of ethics, as well as compliance, and all engineers, in all Toshiba Group companies worldwide, attend training courses that emphasize the ethical importance of fairness and integrity. IN-HOUSE INFORMATION REPORTING SYSTEM / WHISTLE-BLOWER SYSTEM The Toshiba Group Standards of Conduct, adopted by all Group companies, require the establishment of an in-house information reporting system. Such systems are now in place, or in the process of introduction, in Toshiba Group companies around the world. The reporting system allows anybody, from members of the board down, to report their concerns anonymously, and make it possible to receive risk information directly. In addition, Toshiba has introduced a “Clean Partner Line,” a whistle-blower system for use by suppliers. INTERNAL CONTROL OVER FINANCIAL REPORTING In readiness for March 2009 implementation of an internal control report system pursuant to the Financial Instruments and Exchange Law of Japan, Toshiba has introduced an organization at the corporate level to promote assessment of the effectiveness of internal control over financial reporting throughout the Company. In response to this initiative, each in-house company and its affiliated companies worldwide have established systems. We intend to further enhance the credibility of Toshiba Group’s financial reporting through assessing the effectiveness of internal control over financial reporting. Introduction of Takeover Defensive Measures Toshiba introduced countermeasures against any large-scale acquisition of the Company’s shares (the Plan), following approval from the shareholders at the Ordinary General Meeting of Shareholders held in June 2006. The Plan is aimed at protecting and enhancing the cor- porate value of the Company and the common interests of the shareholders. The Plan explicitly sets forth procedure to be followed in the event of any large- scale purchase of Toshiba stock, to ensure that shareholders are provided with all nec- essary information and sufficient time to make appropriate decisions, and that the Com- pany has sufficient opportunity to negotiate with the acquirer. 43 Directors and Executive Officers Directors Tadashi Okamura Chairman of the Board of Directors Atsutoshi Nishida Director Masashi Muromachi Director Hisatsugu Nonaka Director Norio Sasaki Director Fumio Muraoka Director Executive Officers Representative Executive Officer President and Chief Executive Officer Atsutoshi Nishida Representative Executive Officers Corporate Senior Executive Vice Presidents Masashi Muromachi Hisatsugu Nonaka Norio Sasaki Representative Executive Officer Corporate Executive Vice President Fumio Muraoka Executive Officers Corporate Executive Vice Presidents Masao Namiki Chikahiro Yokota Ichiro Tai Kazuo Tanigawa Yoshihiro Maeda 44 Masao Namiki Director Kazuo Tanigawa Director Shigeo Koguchi Director Toshiharu Kobayashi Director Atsushi Shimizu Outside Director Kiichiro Furusawa Outside Director Hiroshi Hirabayashi Outside Director Takeshi Sasaki Outside Director Executive Officers Corporate Senior Vice Presidents Yoshihide Fujii Toshinori Moriyasu Shozo Saito Hidejiro Shimomitsu Hisao Tanaka Toshiharu Watanabe Hideo Kitamura Executive Officers Corporate Vice Presidents Nobuhiro Yoshida Michiharu Watanabe Koji Iwama Satoshi Niikura Keizo Tani Hidemi Miura Shoji Yoshioka Kosei Okamoto Kazuyoshi Yamamori Shiro Kawashita Ryuichi Nakata Tsutomu Sanada Akira Sudo Makoto Kubo Yasuharu Igarashi Hiroshi Saito Atsuhiko Izumi Masahiko Fukakushi Kiyoshi Kobayashi Masakazu Kakumu (As of June 25, 2008) 45 Basic Commitment of the Toshiba Group BASIC COMMITMENT OF THE TOSHIBA GROUP COMMITMENT TO PEOPLE COMMITMENT TO THE FUTURE 46 Data Section Consolidated Financial Summary . . . . . . . . . . . . . . . . . . 48 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . 50 Consolidated Statements of Operations . . . . . . . . . . . . . 52 Quarterly Performance Highlights . . . . . . . . . . . . . . . . . 52 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . 53 Industry Segment Performance . . . . . . . . . . . . . . . . . . . 54 Geographic Segment Performance . . . . . . . . . . . . . . . . 55 Long-term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Organization Chart. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Global Network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Consolidated Subsidiaries / Affiliated Companies Accounted for by the Equity Method . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Stock / Shareholders Information . . . . . . . . . . . . . . . . . 61 Corporate History. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Major indices of the Data Section have been compiled chronologically based on the fiscal years. For the details of financial information for the year ended March 31, 2008, please refer to the “Financial Review 2008.” 47 ’98/3 ’99/3 ’00/3 ’01/3 Consolidated Financial Summary Net Sales, Operating Income (Loss) and Net Income (Loss) Net sales Cost of sales Selling, general and administrative expenses Operating income (loss) Income (loss) before income taxes and minority interest Income taxes Net income (loss) EBITDA*1 Profitability Ratios Operating income ratio (%) Return on sales (%) Cost of sales ratio (%) Selling, general and administrative expenses ratio (%) Total Assets, Total Shareholders’ Equity and Interest-bearing Debt Total assets Total shareholders’ equity Interest-bearing debt Long-term debt Short-term debt Shareholders’ equity ratio (%)*2 Debt/equity ratio (Times)*3 R&D, Capital Expenditures, Depreciation R&D expenditures Capital expenditures (Property, plant and equipment) Depreciation (Property, plant and equipment) Return Indicators Return on equity (ROE) (%)*4 Return on total assets (ROA) (%)*5 Efficiency Indicators Inventory turnover (Times)*6 Total assets turnover (Times)*7 Inventory turnover (Days)*8 Cash Flows Net cash provided by operating activities Net cash used in investing activities Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at end of year Liquidity Indicators Debt/cash flow ratio (%)*9 Interest coverage ratio (Times)*10 Corporate Value Free cash flow*11 Market capitalization*12 Other Data ¥5,458.5 3,960.2 1,416.0 82.3 30.6 17.3 14.7 378.5 1.5 0.3 72.6 25.9 6,166.3 1,305.9 2,260.8 1,012.4 1,248.4 21.2 1.7 322.9 339.6 291.4 1.1 0.2 5.27 0.90 69.21 272.8 (300.2) 65.6 (2.6) 35.5 615.9 14.64 1.9 ¥5,300.9 3,890.6 1,379.8 30.5 13.2 20.9 (9.1) 378.3 0.6 (0.2) 73.4 26.0 6,101.9 1,128.8 2,181.7 1,178.4 1,003.3 18.5 1.9 316.7 375.5 309.8 (0.7) (0.1) 5.30 0.86 66.85 264.9 (280.1) (94.3) (8.7) (118.2) 497.8 13.68 1.0 (27.4) 1,738.3 (15.1) 2,604.2 ¥5,749.4 4,254.4 1,394.0 101.0 (39.2) (4.5) (32.9) 352.9 1.8 (0.6) 74.0 24.2 5,780.0 1,060.1 1,967.3 1,121.9 845.4 18.3 1.9 334.4 298.5 329.6 (3.0) (0.6) 6.27 0.97 58.25 435.9 (293.2) (158.7) (16.6) (32.5) 465.2 15.23 2.8 142.8 3,367.1 191 58 1.6 ¥5,951.4 4,323.5 1,395.7 232.1 197.5 96.1 96.2 578.4 3.9 1.6 72.6 23.5 5,724.6 1,047.9 1,787.6 990.3 797.3 18.3 1.7 327.9 269.5 308.3 9.1 1.7 7.18 1.03 50.81 453.6 (176.7) (285.6) 31.1 22.4 487.6 23.22 6.1 276.9 2,356.3 188 53 1.6 Number of employees (Consolidated) (Thousands) Number of employees (Non-Consolidated) (Thousands) Ratios of Consolidated to Non-Consolidated Performance (Times) (Net sales) 186 66 1.5 198 63 1.6 • ¥48.9 billion, ¥4.8 billion and ¥4.1 billion of “Subsidy received on return of substitutional portion of Employees’ Pension Fund Plan, net of settlement loss of ¥188.1 billion in 2004, ¥8.0 billion in 2005, ¥5.0 billion in 2006” are classified as a reduction of selling, general and administrative expenses for the years ended March 31, 2004, 2005 and 2006, respectively. • Operating income (loss) has been determined under financial reporting practices generally accepted in Japan and is defined as net sales less cost of sales and selling, general and administrative expenses. • Beginning with the fiscal year ended March 31, 2001, Toshiba has adopted Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” Prior-period data for the fiscal years ended March 31, 1998 through 2000, has been restated to conform with SFAS No. 115. • Beginning with the fiscal year ended March 31, 2006, equity in earnings (losses) of affiliates has been included in income (loss) before income taxes and minority interest, prior-period data for the fiscal years ended March 31, 1998 through 2005 has been reclassified to con- form with the current classification. 48 ’02/3 ’03/3 ’04/3 ’05/3 ’06/3 ’07/3 ¥5,394.0 4,070.1 1,437.5 (113.6) (374.2) (113.9) (254.0) (18.1) (2.1) (4.7) 75.5 26.6 5,407.8 705.3 1,818.5 888.7 929.8 13.0 2.6 326.2 348.2 311.2 (29.0) (4.6) 7.13 0.97 51.19 149.2 (325.6) 53.5 5.8 (117.2) 370.4 4.01 (3.3) (176.4) 1,815.5 176 46 1.7 ¥5,655.8 4,146.5 1,393.8 115.5 55.7 48.5 18.5 340.8 2.0 0.3 73.3 24.6 5,238.9 571.1 1,653.4 882.0 771.4 10.9 2.9 331.5 230.5 237.9 2.9 0.3 8.55 1.06 42.69 271.6 (148.0) (159.8) (7.2) (43.3) 327.1 16.09 5.3 123.6 1,007.6 166 40 1.7 ¥5,579.5 4,075.3 1,329.6 174.6 135.8 102.2 28.8 405.4 3.1 0.5 73.0 24.7 4,462.2 755.0 1,199.5 701.9 497.6 16.9 1.6 336.7 227.3 223.9 4.3 0.6 8.87 1.15 41.15 322.7 (189.5) (132.7) (8.3) (7.8) 319.3 19.47 8.9 133.2 1,519.4 161 32 1.9 ¥5,836.1 4,296.6 1,384.8 154.8 111.2 55.9 46.0 374.3 2.7 0.8 73.6 23.7 4,571.4 815.5 1,111.4 683.4 428.0 17.8 1.4 348.0 318.4 215.8 5.9 1.0 9.13 1.29 40.00 305.5 (243.1) (92.3) 5.6 (24.2) 295.0 24.87 7.6 62.4 1,442.1 165 31 2.1 ¥6,343.5 4,659.8 1,443.1 240.6 178.2 90.1 78.2 457.0 3.8 1.2 73.5 22.7 4,727.1 1,002.2 917.5 611.4 306.1 21.2 0.9 372.4 338.8 228.6 8.6 1.7 9.65 1.36 37.83 501.4 (303.4) (235.3) 13.2 (24.1) 270.9 32.77 10.3 198.0 2,201.8 172 32 1.9 ¥7,116.4 5,312.2 1,545.8 258.4 298.5 145.4 137.4 623.3 3.6 1.9 74.6 21.7 5,932.0 1,108.3 1,158.5 956.2 202.3 18.7 1.0 394.0 375.3 259.9 13.0 2.6 9.71 1.34 37.61 561.5 (712.8) 154.8 34.9 38.4 309.3 41.46 8.9 (151.3) 2,533.4 191 32 2.0 (Billions of yen) ’08/3 ¥7,668.1 5,759.9 1,670.1 238.1 255.6 113.4 127.4 675.5 3.1 1.7 75.1 21.8 5,935.6 1,022.3 1,261.0 740.7 520.3 17.2 1.2 393.3 465.0 340.9 12.0 2.1 9.28 1.29 39.34 247.1 (322.7) 46.6 (31.7) (60.7) 248.6 41.96 6.7 (75.6) 2,155.9 198 33 2.1 *1. EBITDA = Income (loss) before income taxes and minority interest + Interest + Depreciation *2. Shareholders’ equity ratio (%) = Total shareholders’ equity / Total assets X 100 *3. Debt/equity ratio (Times) = Interest-bearing debt / Total shareholders’ equity *4. Return on equity (ROE) (%) = Net income (loss) / Average total shareholders’ equity X 100 *5. Return on total assets (ROA) (%) = Net income (loss) / Average total assets X 100 *6. Inventory turnover (Times) = Net sales / Average inventory *7. Total assets turnover (Times) = Net sales / Average total assets *8. Inventory turnover (Days) = 365 / Inventory turnover *9. Debt/cash flow ratio (%) = (Net income (loss) + Depreciation and amortization) / Average interest-bearing debt X 100 *10. Interest coverage ratio (Times) = (Operating income (loss) + Interest and dividends) / Inter- est expense *11. Free cash flow = Net cash provided by operating activities – Net cash used in investing activities *12. Market capitalization = Common stock price [Year-end/Yen/Close] X Total issued shares 49 Consolidated Balance Sheets ASSETS Current Assets: ’04/3 ’05/3 ’06/3 ’07/3 (Millions of yen) ’08/3 Cash and cash equivalents ¥ 319,277 ¥ 295,003 ¥ 270,921 ¥ 309,312 ¥ 248,649 Notes and accounts receivable, trade Notes Accounts Allowance for doubtful notes and accounts Finance receivables, net Inventories Deferred tax assets Prepaid expenses and other 101,624 962,216 95,207 101,208 106,395 1,052,288 1,181,943 1,295,808 80,312 1,253,108 (27,682) (26,599) (28,671) (30,599) (21,417) 17,271 629,044 114,425 0 649,998 131,144 0 664,922 146,655 0 801,513 138,714 current assets 236,244 277,278 309,638 370,064 2,352,419 2,474,319 2,646,616 2,991,207 Long-term Receivables and Investments: Long-term receivables Long-term finance receivables, net Investments in and advances 21,808 29,887 19,090 18,883 19,329 0 0 0 7,423 0 to affiliates 191,391 193,266 228,402 240,249 321,166 Marketable securities and other investments Property, Plant and Equipment: Land Buildings Machinery and equipment Construction in progress 197,901 440,987 194,191 406,547 240,456 487,741 250,536 510,114 264,149 592,738 165,255 1,070,607 2,311,773 51,897 169,464 1,064,760 2,349,258 60,547 161,503 1,084,433 2,402,752 64,345 156,445 1,146,350 2,594,284 104,612 3,599,532 3,644,029 3,713,033 4,001,691 Less—Accumulated depreciation (2,481,287) (2,479,846) (2,536,483) (2,681,489) 1,118,245 1,164,183 1,176,550 1,320,202 Other Assets: Deferred tax assets Other 375,244 175,305 550,549 348,713 177,650 526,363 237,334 178,872 416,206 211,336 899,103 285,757 795,582 1,110,439 1,081,339 ¥4,462,200 ¥4,571,412 ¥4,727,113 ¥5,931,962 ¥5,935,637 For additional information, please visit our IR web site at http://www.toshiba.co.jp/about/ir/en/finance/index.htm 50 0 851,452 148,531 368,747 2,929,382 128,210 1,160,549 2,598,042 215,937 4,102,738 (2,770,560) 1,332,178 ’04/3 ’05/3 ’06/3 ’07/3 (Millions of yen) ’08/3 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Short-term borrowings ¥ 306,711 ¥ 197,765 ¥ 142,530 ¥ 71,626 ¥ 257,831 Current portion of long-term debt Notes payable, trade Accounts payable, trade Accounts payable, other and accrued expenses Accrued income and other taxes Advance payments received Other current liabilities 190,821 81,827 795,594 320,640 37,029 179,912 287,094 230,285 67,291 906,248 349,009 46,561 134,326 335,358 163,558 63,574 130,703 59,592 262,422 55,870 1,037,048 1,305,639 1,168,389 411,220 48,725 144,362 397,953 508,888 77,625 229,635 427,583 516,046 89,763 248,280 387,386 2,199,628 2,266,843 2,408,970 2,811,291 2,985,987 Long-Term Liabilities: Long-term debt Accrued pension and severance costs Other liabilities 701,924 601,566 68,293 683,396 581,598 79,361 611,430 474,198 72,025 956,156 540,216 191,263 740,710 634,589 182,175 1,371,783 1,344,355 1,157,653 1,687,635 1,557,474 Minority Interest in Consolidated 135,799 144,707 158,325 324,715 369,911 280,126 290,936 774,461 (322,214) (1,044) Subsidiaries Shareholders’ Equity: Common stock Additional paid-in capital Retained earnings 274,926 285,736 481,227 274,926 285,736 511,185 274,926 285,743 570,080 274,926 285,765 681,795 Accumulated other comprehensive loss (285,894) (254,753) (126,509) (131,228) Treasury stock, at cost (1,005) 754,990 Commitments and contingent liabilities (1,587) (2,075) (2,937) 815,507 1,002,165 1,108,321 1,022,265 ¥4,462,200 ¥4,571,412 ¥4,727,113 ¥5,931,962 ¥5,935,637 Accumulated Other Comprehensive Loss: Unrealized gains on securities ¥ 26,825 ¥ 33,479 ¥ 57,246 ¥ 80,801 ¥ 53,461 ’04/3 ’05/3 ’06/3 ’07/3 (Millions of yen) ’08/3 Foreign currency translation adjustments Minimum pension liability (79,290) (68,849) (32,019) (21,938) (117,552) adjustment (234,283) (219,315) (151,351) — — Pension liability adjustment Unrealized gains (losses) on derivative instruments — 854 — (68) — (190,118) (256,839) (385) 27 (1,284) 51 Consolidated Statements of Operations Sales and Other Income: Net sales Subsidy received on return of substitutional portion of Employees’ Pension Fund Plan, (net of settlement loss of ¥188,106 million in ’04/3, ¥7,992 million in ’05/3 and ¥5,045 million in ’06/3) Interest and dividends Equity in earnings of affiliates Other income Costs and Expenses: Cost of sales Selling, general and administrative Interest Equity in losses of affiliates Other expense Income before Income Taxes and Minority Interest Income Taxes: Current Deferred Income before minority interest Minority interest in income (loss) ’04/3 ’05/3 ’06/3 ’07/3 (Millions of yen) ’08/3 ¥5,579,506 ¥5,836,139 ¥6,343,506 ¥7,116,350 ¥7,668,076 48,945 10,470 — 88,394 4,836 10,564 665 58,156 4,085 13,485 — 49,605 — 24,375 27,878 155,270 5,727,315 5,910,360 6,410,681 7,323,873 4,075,336 1,378,529 20,832 9,271 107,577 4,296,572 1,389,596 4,659,795 1,447,186 21,749 — 91,211 24,601 4,452 96,470 5,312,179 1,545,807 31,934 — 135,493 5,591,545 5,799,128 6,232,504 7,025,413 — 26,865 28,023 212,839 7,935,803 5,759,840 1,670,137 39,827 — 210,441 7,680,245 135,770 111,232 178,177 298,460 255,558 50,092 52,145 33,533 50,419 5,525 55,288 57,051 33,091 88,035 88,911 56,444 153,105 102,745 10,635 142,178 of consolidated subsidiaries 4,708 9,247 9,849 15,676 14,765 Net income ¥ 28,825 ¥ 46,041 ¥ 78,186 ¥ 137,429 ¥ 127,413 Quarterly Performance Highlights 1st quarter 2nd quarter 3rd quarter 4th quarter (Millions of yen) Net sales Operating income (loss) Net income (loss) Earnings ’07/3 ¥1,452,796 ’08/3 ¥1,664,591 ’07/3 ¥1,709,230 ’08/3 ¥2,025,343 ’07/3 ¥1,793,271 ’08/3 ¥1,878,511 ’07/3 ¥2,161,053 ’08/3 ¥2,099,631 20,840 4,041 21,182 20,632 44,312 34,787 61,338 25,025 55,907 72,428 42,061 80,505 137,305 26,173 113,518 1,251 per share (Basic) (¥) 1.26 6.42 10.82 7.75 22.54 24.88 8.14 0.39 For additional information, please visit our IR web site at http://www.toshiba.co.jp/about/ir/en/finance/index.htm 52 payable, trade (21,239) 82,427 90,482 220,619 (115,047) Consolidated Statements of Cash Flows Cash Flows from Operating Activities: Net income Adjustments to reconcile net income to net cash provided by operating activities— Depreciation and amortization Provisions for pension and severance costs, less payments Deferred income tax provision (benefit) Equity in (earnings) losses of affiliates (Gain) loss from sales, disposal and impairment of property and securities, net (2,471) Minority interest in income (loss) of consolidated subsidiaries (Increase) decrease in notes and accounts receivable, trade (Increase) decrease in finance receivables, net (Increase) decrease in inventories Increase (decrease) in notes and accounts 4,708 (10,841) 66,564 (35,852) Increase (decrease) in accrued income and other taxes Increase (decrease) in advance payments received Other (12,493) (47,050) 45,911 Net cash provided by operating activities 322,662 Cash Flows from Investing Activities: Proceeds from sale of property, plant and equipment Proceeds from sale of securities Acquisition of property, plant and equipment Purchase of securities (Increase) decrease in investments in affiliates Other Net cash used in investing activities Cash Flows from Financing Activities: Proceeds from long-term debt Repayment of long-term debt Increase (decrease) in short-term borrowings, net Dividends paid Proceeds from stock offering by subsidiaries Repurchase of subsidiary common stock Redemption of subsidiary preferred stock Purchase of treasury stock, net Other Net cash provided by (used in) financing activities Effect of Exchange Rate Changes on Cash and Cash Equivalents Net Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year Supplemental Disclosure of Cash Flow Information: Cash paid during the year for— Interest Income taxes ’04/3 ’05/3 ’06/3 ’07/3 (Millions of yen) ’08/3 ¥ 28,825 ¥ 46,041 ¥ 78,186 ¥137,429 ¥127,413 248,831 241,362 254,217 292,875 380,160 (8,001) 52,145 13,625 2,641 5,525 5,816 3,351 9,247 4,809 33,091 20,023 (22,720) 56,444 (12,579) (19,035) 10,635 (13,340) 18,070 (79,416) (146,369) 9,849 15,676 14,765 (63,750) (3,927) (10,107) (86,420) 0 31,927 (51,620) 0 (82,926) 29,138 0 (64,688) 9,722 (51,263) 28,448 305,533 42,094 34,138 (271,635) (12,397) (7,051) (28,255) (243,106) 251,563 (211,280) (105,416) (17,104) — (634) — (586) (8,867) 816 (7,121) 53,497 23,353 29,459 34,880 501,426 561,474 81,503 12,379 (316,702) (14,940) (20,872) (44,753) (303,385) 108,393 (250,884) (60,638) (22,808) — (86) — (481) (8,794) 112,015 9,586 (376,707) (13,508) 51,044 (495,212) (712,782) * 467,717 (199,570) (81,305) (30,431) — (829) — (841) 55 18,283 47,617 (22,404) 247,128 212,064 2,805 (407,692) (82,898) (41,367) (5,614) (322,702) 190,524 (283,013) 187,321 (46,406) — (715) — (1,138) — 39,908 53,469 (199,127) (53,170) 20,570 (51,116) (189,466) 338,222 (371,554) (63,389) (11,720) 14,366 (1,182) (35,000) (195) (2,281) (132,733) (92,324) (235,298) 154,796 46,573 (8,284) 5,623 13,175 34,903 (31,662) (7,821) 327,098 ¥319,277 (24,274) 319,277 ¥295,003 (24,082) 295,003 ¥270,921 38,391 270,921 ¥309,312 (60,663) 309,312 ¥248,649 ¥ 27,852 ¥ 58,496 ¥ 21,761 ¥ 38,539 ¥ 24,538 ¥ 62,925 ¥ 30,892 ¥ 59,272 ¥ 40,356 ¥107,431 *Includes the acquisition of Westinghouse Group in the amount of ¥461,338 million. 53 Industry Segment Performance ’04/3 Change (%) ’05/3 Change (%) ’06/3 Change (%) ’07/3 Change (%) ’08/3 Change (%) (Billions of yen) Digital Products Net sales Share of net sales (%) Operating income (loss) Operating income ratio (%) Number of employees R&D expenditures Depreciation Capital expenditures Total assets Electronic Devices ¥2,009.4 (3.1) ¥2,224.2 10.7 ¥2,536.5 14.0 ¥2,805.5 32.9 — (23.8) — (1.2) — 35.1 — 7.3 — 0.3 — 36.9 — 20.9 187.1 0.8 — 10.6 36.6 — 15.8 (24.3) 0.6 — 2.4 42,000 — 43,000 7.4 101.7 32.6 (8.3) 36.5 (24.9) 10.7 966.1 94.7 — 3.5 35.5 38.4 48.6 (3.6) 872.6 45,000 108.3 32.1 44.2 1,092.1 4.7 6.5 (1.5) 21.2 13.0 46,000 118.5 42.5 40.5 1,242.6 2.2 9.4 32.5 (8.3) 13.8 Net sales Share of net sales (%) Operating income Operating income ratio (%) 1,283.6 0.7 21.0 — 117.0 267.3 9.1 — 1,307.2 1.8 20.7 — 92.5 (20.9) 7.1 — 1,388.1 6.2 20.2 — 33.3 123.3 8.9 — 1,657.3 19.4 21.6 — (2.9) 119.7 7.2 — Number of employees R&D expenditures Depreciation Capital expenditures Total assets Social Infrastructure 35,000 — 33,000 164.5 156.9 — 132.7 112.5 (10.6) 239.3 17.7 136.2 1,271.0 0.7 1,241.5 (5.7) 4.9 18.0 75.8 2.4 33,000 174.5 148.0 239.5 1,323.7 0.0 6.1 11.6 0.0 4.1 35,000 174.2 169.1 269.7 1,449.8 6.1 (0.2) 14.3 12.6 9.5 Net sales Share of net sales (%) Operating income Operating income ratio (%) 1,714.1 (6.0) 28.0 — 58.6 49.7 3.4 — 1,765.3 3.0 27.9 — 48.6 (17.1) 2.8 — 1,882.3 6.6 27.4 — 76.5 57.6 4.1 — 2,067.7 9.9 27.0 — 96.8 26.4 4.7 — Number of employees R&D expenditures Depreciation Capital expenditures Total assets Home Appliances 36,000 — 54,000 61.7 34.6 36.6 1,493.2 62.2 — 37.7 (11.9) 27.6 (20.1) (8.5) 1,529.2 50.0 (0.8) (8.1) 32.4 (2.4) 57,000 70.9 35.0 44.1 1,578.0 5.6 14.9 1.1 20.4 5.7 67,000 82.2 41.8 58.8 2,385.3 17.5 16.0 19.4 33.4 51.2 Net sales Share of net sales (%) Operating income (loss) Operating income ratio (%) 637.3 0.6 10.4 — 3.5 (16.0) 0.5 — 661.0 3.7 10.4 — (3.3) — (0.5) — 687.5 4.0 10.0 — 2.7 — 0.4 — 748.9 8.9 9.8 — 9.7 257.0 1.3 — Number of employees R&D expenditures Depreciation Capital expenditures Total assets Others 18,000 — 22,000 19.0 18.0 22.0 390.2 18.4 — 0.3 18.8 (9.1) 19.3 (3.4) 371.9 22.2 3.0 (3.9) 13.9 4.9 25,000 17.7 16.6 27.4 400.8 13.6 (6.5) (7.8) 24.5 2.7 27,000 18.7 18.3 24.7 438.8 8.0 5.5 9.9 (9.8) 9.5 Net sales Share of net sales (%) Operating income Operating income ratio (%) 472.7 (3.7) 7.7 — 21.3 18.8 4.0 — 371.6 (21.4) 5.9 — 9.8 (47.7) 2.7 — 379.8 2.2 5.5 — 82.1 18.0 4.7 — 391.6 3.1 5.1 — 4.2 18.7 4.8 — 30,000 — 13,000 (56.7) 1.1 (75.0) 23.5 (47.1) 8.1 (64.9) 7.5 4.5 — 13.0 44.4 23.0 (54.2) 479.4 (55.6) 515.4 12,000 (7.7) 1.0 (12.2) (4.3) 22.5 (4.2) 7.7 442.4 (14.2) 16,000 33.3 0.4 (66.1) (5.8) 21.2 16.1 108.5 8.3 479.2 Number of employees R&D expenditures Depreciation Capital expenditures Total assets 54 ¥2,951.2 35.7 15.0 0.5 49,000 118.3 38.5 37.5 1,290.4 1,738.5 21.0 74.1 4.3 35,000 166.2 229.5 367.4 1,552.8 2,419.0 29.3 131.3 5.4 70,000 88.3 59.9 67.7 2,338.0 774.3 9.4 3.9 0.5 28,000 19.2 22.7 20.0 439.0 384.6 4.6 14.7 3.8 16,000 1.3 29.6 9.4 379.3 5.2 — (4.6) — 6.5 (0.2) (9.5) (7.4) 3.9 4.9 — (38.1) — 0.0 (4.6) 35.7 36.2 7.1 17.0 — 35.7 — 4.5 7.4 43.3 15.2 (2.0) 3.4 — (59.6) — 3.7 2.7 24.1 (19.1) 0.0 (1.8) — (21.6) — 0.0 370.1 39.7 (41.5) (20.8) Geographic Segment Performance ’04/3 ’05/3 ’06/3 Net Sales Japan Overseas Asia North America Europe Other Eliminations Consolidated Operating Income (Loss) Japan Overseas Asia North America Europe Other Eliminations Consolidated Long-term Debt ¥4,935.9 2,437.2 1,186.2 686.9 504.4 59.7 (1,793.6) 5,579.5 148.7 24.6 13.4 6.6 3.9 0.7 1.3 174.6 ¥5,015.3 2,783.6 1,355.2 765.3 596.9 66.2 (1,962.8) 5,836.1 112.8 42.1 20.5 15.6 5.1 0.9 (0.1) 154.8 ¥5,464.4 3,147.9 1,521.4 888.5 658.7 79.3 (2,268.8) 6,343.5 191.9 48.4 22.1 18.1 6.1 2.1 0.3 240.6 ’07/3 ¥5,993.1 3,680.0 1,724.1 1,028.4 830.2 97.3 (2,556.7) 7,116.4 204.1 44.4 26.1 7.8 7.2 3.3 9.9 258.4 (Billions of yen) ’08/3 ¥6,144.6 4,216.5 1,855.3 1,208.2 1,039.5 113.5 (2,693.0) 7,668.1 152.9 74.6 37.6 7.6 25.6 3.8 10.6 238.1 Loans, principally from banks and insurance companies, due 2007 to 2029 with weighted-average interest rate of 1.18% at March 31, 2007 and due 2008 to 2029 with weighted-average interest rate of 1.29% at March 31, 2008 Unsecured yen bonds, due 2007 to 2016 with interest ranging from 1.08% to 3.025% at March 31, 2007 and due 2008 to 2016 with interest ranging from 1.08% to 2.300% at March 31, 2008 Zero Coupon Convertible Bonds with stock acquisition rights: Due 2009 convertible currently at ¥587 per share Due 2011 convertible currently at ¥542 per share Euro yen medium-term notes, due 2007 to 2008 with interest ranging from 0.78% to 2.34% at March 31, 2007 and due 2008 with interest rate of 2.34% at March 31, 2008 Euro yen medium-term notes of subsidiaries, due 2007 to 2015 with interest ranging from 0.61% to 2.60% at March 31, 2007 and due 2008 to 2015 with interest rangingfrom 0.77% to 2.60% at March 31, 2008 Euro medium-term note of a subsidiary, due 2008 with interest rate of 4.41% at March 31, 2008 Capital lease obligations Less-Portion due within one year (Millions of yen) ’07/3 Amount ¥ 5,102 ¥525,815 Secured Unsecured ’08/3 Amount 4,268 ¥ ¥532,352 Secured Unsecured 290,934 213,307 50,000 100,000 3,000 69,301 — 42,707 1,086,859 (130,703) ¥956,156 41,430 95,310 1,000 58,881 7,938 48,646 1,003,132 (262,422) ¥740,710 The aggregate annual maturities of long-term debt, excluding those of capital lease obligations, are as follows: ’08/3 ’09/3 ’10/3 ’11/3 ’12/3 ’13/3 and thereafter ’13/3 ’14/3 and thereafter Total As of March 31, 2007 As of March 31, 2008 (Millions of yen) ¥ 116,290 220,692 228,506 174,608 119,558 184,498 — — ¥1,044,152 ¥ — 246,675 227,674 177,452 116,731 — 126,051 59,903 ¥ 954,486 For more information on corporate bond and ratings, please visit our IR web site at http://www.toshiba.co.jp/about/ir/en/stock/bond.htm 55 Organization Chart Board of Directors Nomination Committee Audit Committee Compensation Committee President & Chief Executive Officer Audit Committee Office > Innovation Div. > Information & > Legal Affairs > Export Security Group Group Control Group > Legal Affairs > Export Control Div. Div. > Corporate Alliances & Legal Div. > Quality Div. > Quality > Information Systems Center Promotion Office > Information Security Center > Corporate Social Responsibility Div. > CSR Implementation Office > External Relations Div. > Human Resources Group > Finance & Accounting Group > Finance & Accounting Div. > Internal Control Promotion Div. > Human Resources & Administration Div. > Employee Wellness Div. > Diversity Development Div. > Toshiba General Hospital (In-house Companies) Digital Products Group Electronic Devices & Components Group > Mobile Communications Company > Hino Operations > Digital Media Network Company > Personal > Semiconductor Computer & Network Company Company > Discrete > Display Devices & Components Control Center > Storage Device Div. > TV & Visual Media Equipment Div. > Optical Imaging System Div. > Digital AV Div. > Core Technology Center > Ome Operations - Digital Media Network > Fukaya Operations > Personal Computer Div. - Japan & Asia Operations > Personal Computer Div. - America, EMEA & Oceania Operations > Server & Network Div. > PC Development Center > Global Production & Logistics Management Center > Ome Complex Semiconductor Div. > Himeji Operations - Semiconductor > System LSI Div. > Oita Operations > Kitakyushu Operations > Microelectronics Center > Memory Div. > Yokkaichi Operations > Electronic Devices Sales & Marketing Div. > Process & Manufacturing Engineering Center > Center For Semiconductor Research & Development 56 > Corporate Audit Div. > Strategic Planning & Communications Group > Corporate Representatives > Corporate Strategic Planning Div. America, Europe, Asia, China > Regional Business Strategy Div. > Corporate Communications Office > Procurement Group > Corporate Procurement Div. > Productivity & Environment Group > Technology & Intellectual Property Group > Corporate Productivity Planning Div. > Corporate Environment Management Div. > Corporate Manufacturing Engineering Center > Yokohama Complex > Himeji Operations > Technology Planning Div. > Intellectual Property Div. > Corporate Research & Development Center > Corporate Software Engineering Center > Marketing Group > Marketing Planning Div. > Customer Satisfaction Center > Corporate Sales & Marketing Div. > Global Marketing Div. > Advertising Div. > Design Center Infrastructure Systems Group > Power Systems Company > Nuclear Energy Systems & Services Div. > Isogo Nuclear > Transmission Distribution & Industrial Systems Company Engineering Center > WEC Coordination Div. > Thermal & Hydro Power Systems & Services Div. > Power and Industrial Systems Research and Development Center > Transmission & Distribution Systems Div. > Industrial Systems Div. > Transportation Systems Div. > Fuchu Complex > Keihin Product Operations > Hamakawasaki Operations > Mie Operations > Social Infrastructure Systems Company > Infrastructure Systems Div. > Environmental Systems Div. > Broadcasting & Network Systems Div. > Defense & Electronic Systems Div. > Security & Automation Systems Div. > Komukai Operations > Automotive Systems Div. [Branch Offices] > Kansai Branch Office > Network Services Div. > Chubu Branch Office > New Lighting Systems Div. > Kyushu Branch Office > Chugoku Branch Office > Hokuriku Branch Office > Tohoku Branch Office > Hokkaido Branch Office > Shikoku Branch Office > Shutoken Branch Office > South-Shutoken Branch Office (As of June 25, 2008) 57 Global Network Overseas Offices Overseas Subsidiaries & Affiliates NORTH AMERICA Canada • Toshiba of Canada, Ltd. • Toshiba TEC Canada Inc. U.S.A. • Toshiba America, Inc. • Toshiba America Capital Corporation • Toshiba America Research, Inc. • Toshiba America Information Systems, Inc. • Toshiba America Consumer Products, L.L.C. • Toshiba International Corporation • Toshiba America Nuclear Energy Corporation • ReGENco L.L.C. • Hydro Power Service, L.L.C. • ST Inverter America, Inc. • Toshiba America Electronic Components, Inc. • Toshiba America Medical Systems, Inc. • Toshiba Nuclear Energy Holdings (US) Inc. • Westinghouse Electric Company L.L.C. • Toshiba TEC America Retail Information Systems, Inc. • Toshiba America Business Solutions, Inc. • Harison Toshiba Lighting (U.S.A.), Inc. LATIN AMERICA Mexico • Toshiba de Mexico, S.A. de C.V. • Toshiba Electromex, S.A. de C.V. • GE Toshiba Turbine Components de Mexico S.R.L de C.V. Venezuela • Toshiba de Venezuela C.A. Brazil • Toshiba Representacao Comercial do Brasil Ltda. • Semp Toshiba Amazonas S.A. • T and S Servicos Industrias Ltda. • Toshiba Electronics do Brasil Ltda. • Toshiba do Brasil, S.A. • Toshiba Transmissao e Distribuicao do Brasil Ltda. • Toshiba Medical do Brasil Ltda. EUROPE UK • Toshiba of Europe Ltd. • Toshiba International Finance (UK) Plc. • Toshiba Research Europe Ltd. • Toshiba Information Systems (UK) Ltd. • Toshiba International (Europe) Ltd. • Toshiba TEC U.K. Imaging Systems Ltd. • Toshiba Medical Systems Ltd. • Toshiba Carrier UK Ltd. Sweden • Toshiba TEC Nordic AB The Netherlands • Toshiba International Finance (Netherlands) B.V. • Toshiba TEC Netherlands Retail Information Systems B.V. • Toshiba Medical Systems Europe B.V. Belgium • Toshiba TEC Europe Retail Information Systems S.A. • Toshiba Medical Systems NV/SA Germany • Toshiba Europe GmbH • Toshiba Electronics Europe GmbH • Toshiba TEC Germany Imaging Systems GmbH • Toshiba Medical Systems GmbH France • Toshiba Systèmes (France) S.A. • Schneider Toshiba Inverter S.A.S. • Schneider Toshiba Inverter Europe S.A.S. • Toshiba TEC France Imaging Systems S.A. • Toshiba TEC Europe Imaging Systems S.A. • Toshiba Medical France S.A. • Toshiba Lighting Products (France) S.A. Austria • STI Power Drives GmbH • Toshiba Medical Systems GmbH Switzerland • Toshiba TEC Switzerland AG • Toshiba Medical Systems AG (Switzerland) Poland • Toshiba Television Central Europe Sp. z o. o. • Toshiba TEC Poland S.A. • TEC Polska Sp. z o. o. Italy • Toshiba TEC Italia Imaging Systems S.P.A. • TEC Italia, S.R.L. • Toshiba Medical Systems S.R.L. Spain • Toshiba Medical Systems S.A. Russia • LLC Toshiba Digital Media Network CIS • Toshiba RUS LLC • ZAO Toshiba Medical Systems AFRICA Egypt • Toshiba El Araby Home Appliances Marketing Company EUROPE Moscow AFRICA Johannesburg MIDDLE EAST Baghdad 58 MIDDLE EAST U.A.E. • Toshiba Gulf FZE Kuwait • Toshiba Power Systems (Kuwait) Co. W.L.L. ASIA The People’s Republic of China • Toshiba China Co., Ltd. • Toshiba Dalian Co., Ltd. • Toshiba Hangzhou Co., Ltd. • Hangzhi Machinery & Electronics Co., Ltd. • Dalian Toshiba Television Co., Ltd. • Toshiba Storage Device (Shanghai) Co., Ltd. • Toshiba Visual Imaging Systems (Shenzhen) Ltd. • Toshiba Information Equipment (Hangzhou) Co., Ltd. • Toshiba Personal Computer & Network (Shanghai) Co., Ltd. • Ningbo Toshiba Huatong Switchgear Co., Ltd. • Guangzhou Toshiba Baiyun Electrical Equipment Co., Ltd. • Dalian Toshiba Locomotive Electric Equipment Co., Ltd. • Toshiba Baiyun Vacuum Interrupters (Jinzhou) Co., Ltd. • Changzhou Toshiba Transformer Co., Ltd. • Henan Pinggao Toshiba High-Voltage Switchgear Co., Ltd. • Zhuhai Xujizhi Power System Automation Co., Ltd. • Langfang EPRI Toshiba Arrester Co., Ltd. • Toshiba Hydro Power (Hangzhou) Co., Ltd. • Toshiba Xingyi Control System (Xian) Co., Ltd. • Guangzhou Toshiba Baiyun Control System Engineering Co., Ltd. • Dalian Toshiba Broadcasting Systems Co., Ltd. • Toshiba Electronics Management (China) Co., Ltd. • Toshiba Electronics (Shanghai) Co., Ltd. • Toshiba Electronics (Shenzen) Co., Ltd. • Toshiba Semiconductor (Wuxi) Co., Ltd. • Tsurong Xiamen Xiangyu Trading Co., Ltd. • Toshiba Electronics (Dalian) Co., Ltd. • Toshiba TEC Information Systems (Shenzhen) Co., Ltd. • Toshiba Elevator Shenyang Co., Ltd. • Toshiba Elevator China Co., Ltd. • Toshiba Medical Systems (China) Co., Ltd. • Toshiba Products & Services (Shanghai) Co., Ltd. • Toshiba HA Sales (Nanhai) Co., Ltd. • Toshiba HA Manufacturing (Shenzhen) Co., Ltd. • Toshiba HA Manufacturing (Nanhai) Co., Ltd. • Toshiba Refrigerator (Xi’an) Co., Ltd. • T.G. BATTERY Co., (China) Ltd. • Fuzhou TLT Lighting Co., Ltd. • Toshiba Lighting & Display Systems (Shanghai) Co., Ltd. • Toshiba Lighting (Beijing) Co., Ltd. • Shenzhen Shenzhi Precision Parts Co., Ltd. • Harison Toshiba Lighting (Kunshan) Co., Ltd. • Toshiba Consumer & Lighting Products Trading (Shanghai) Co., Ltd. • Guangdong Meizhi Compressor Ltd. • Guangdong Meizhi Precision Manufacturing Co., Ltd. • Guangdong Midea Air-Conditioning Equipment Co., Ltd. • Guangdong Midea Commercial Air-Conditioning Equipment Co., Ltd. • Guangdong Midea Group Wuhu Air-Conditioning Equipment Co., Ltd. • Guangdong Midea Group Wuhan Air-Conditioning Equipment Co., Ltd. • Toshiba Carrier Airconditioning Sales (Shanghai) Co., Ltd. Korea • Toshiba Electronics Korea Corporation • Toshiba Digital Media Network Korea Corporation • Toshiba TEC Korea Co., Ltd. • Toshiba Elevator Korea, Inc. • Harison Engineering (Korea) Co., Ltd. • Kumho HT Autonix Corporation Taiwan • Taiwan Toshiba International Procurement Corporation • Toshiba Information, Industrial and Power Systems Taiwan Corporation • Toshiba Digital Media Network Taiwan Corporation • Toshiba Memory Semiconductor Taiwan Corporation • Toshiba Electronics Taiwan Corporation • Harison Toshiba Lighting Taiwan Co., Ltd. Hong Kong SAR • Toshiba Hong Kong Ltd. • Toshiba Electronics Asia, Ltd. • Toshiba International Procurement Hong Kong Ltd. • Toshiba TEC (H.K.) Logistics & Procurement Ltd. • Toshiba Home Appliances (H.K.) Logistics & Procurement Ltd. • T.G. BATTERY Co., (Hong Kong) Ltd. • Wako Electric (Far East) Co., Ltd. • Toshiba Lighting Hong Kong Ltd. Philippines • Toshiba Information Equipment (Philippines), Inc. • Toshiba Electronics Philippines, Inc. Vietnam • Toshiba Vietnam Consumer Products Co., Ltd. • Toshiba Software Development (Vietnam) Co., Ltd. • Toshiba Vietnam Home Appliances Co., Ltd. Thailand • Toshiba Thailand Co., Ltd. • Toshiba Semiconductor (Thailand) Co., Ltd. • Toshiba Electronics Service (Thailand) Co., Ltd. • Toshiba Consumer Products (Thailand) Co., Ltd. • Thai Toshiba Electric Industries Co., Ltd. • Thai Toshiba Fluorescent Lamp Co., Ltd. • Thai Toshiba Lighting Co., Ltd. • Toshiba Lighting Components (Thailand) Ltd. • Toshiba Carrier (Thailand) Co., Ltd. Malaysia • Toshiba Sales & Services Sdn. Bhd. • Toshiba Electronics Malaysia Sdn. Bhd. • Toshiba Electronics Trading (Malaysia) Sdn. Bhd. • TOS Energy Malaysia Sdn. Bhd. • TIM Electronics Sdn. Bhd. • M S Elevators Engineering Sdn. Bhd. • M S Elevators Sdn. Bhd. Singapore • Toshiba Capital (Asia) Ltd. • Toshiba Asia Pacific Pte., Ltd. • Toshiba Data Dynamics Pte., Ltd. • Toshiba Singapore Pte., Ltd. • Toshiba Electronics Asia (Singapore) Pte., Ltd. • Toshiba TEC Singapore Pte., Ltd. • Toshiba Medical Systems Asia Pte., Ltd. • Toshiba Consumer Marketing (Singapore) Pte., Ltd. • AFPD Pte., Ltd. Indonesia • P.T. Nusantara Energy Solution • P.T. Toshiba Consumer Products Indonesia • PT. Toshiba Visual Media Network Indonesia • P.T. TEC Indonesia India • Toshiba India Private Ltd. • Toshiba Embedded Software India Private Ltd. OCEANIA Australia • Toshiba International Corporation Pty., Ltd. • Toshiba (Australia) Pty., Ltd. • Toshiba TEC Australia Pty., Ltd. (As of April 1, 2008) 59 Consolidated Subsidiaries / Affiliated Companies Accounted for by the Equity Method Consolidated Subsidiaries Affiliated Companies Accounted for by the Equity Method DOMESTIC OVERSEAS DOMESTIC • Device Link, Inc. • Harison Toshiba Lighting Corporation • Iwate Toshiba Electronics Co., Ltd. • Joint Fuel Co., Ltd. • Kaga Toshiba Electronics Corporation • Mobile Broadcasting Corporation • NuFlare Technology, Inc.* • Toshiba Building Co., Ltd. • Toshiba Capital Corporation • Toshiba Carrier Airconditioning Systems Corporation • Toshiba Carrier Corporation • Toshiba Consumer Marketing Corporation • Toshiba Denzai Marketing Co., Ltd. • Toshiba Device Corporation • Toshiba Elevator and Building Systems Corporation • Toshiba HA Products Co., Ltd. • Toshiba Home Technology Corporation • Toshiba Industrial Products Sales Corporation • Toshiba Information Equipments Co., Ltd. • Toshiba Lighting & Technology Corporation • Toshiba Logistics Corporation • Toshiba LSI Package Solutions Corporation • Toshiba Matsushita Display Technology Co., Ltd. • Toshiba Medical Systems Corporation • Toshiba Plant Systems & Services Corporation* • Toshiba Solutions Corporation • Toshiba TEC Corporation* • A&T Battery Corporation 257 companies in total including the above 28. *Listed company in stock market • Flash Alliance, Ltd. • Flash Partners, Ltd. • Ikegami Tsushinki Co., Ltd.* • NEC Toshiba Space Systems, Ltd. • Nishishiba Electric Co., Ltd.* • Shibaura Mechatronics Corporation* • Topcon Corporation* • Toshiba Finance Corporation • Toshiba Housing Loan Service Corporation • Toshiba Machine Co., Ltd. * • Toshiba Medical Finance Co., Ltd. • Toshiba Mitsubishi-Electric Industrial Systems Corporation 82 companies in total including the above 12. *Listed company in stock market OVERSEAS • Guangdong Midea Air-Conditioning Equipment Co., Ltd. • Guangdong Midea Commercial Air-Conditioning Equipment Co., Ltd. • Guangdong Midea Group Wuhan Air-Conditioning Equipment Co., Ltd. • Guangdong Midea Group Wuhu Air-Conditioning Epuipment Co., Ltd • Guangdong Meizhi Compressor Ltd. • Henan Pinggao Toshiba High-voltage Switchgear Co., Ltd. • Schneider Toshiba Inverter S.A.S. • Semp Toshiba Amazonas S.A. • TM GE Automation Systems L.L.C. • Toshiba Carrier (Thailand) Co., Ltd. • Toshiba Carrier UK Ltd. 111 companies in total including the above 11. (As of March 31, 2008) • AFPD Pte., Ltd. • Changzhou Toshiba Transformer Co., Ltd. • Dalian Toshiba Television Co., Ltd. • Harison Engineering (Korea) Co., Ltd. • Harison Toshiba Lighting (Kunshan) Co., Ltd. • Northern Virginia Semiconductor L.L.C. • Taiwan Toshiba International Procurement Corporation • Toshiba (China) Co., Ltd. • Toshiba America Business Solutions, Inc. • Toshiba America Capital Corporation • Toshiba America Consumer Products, L.L.C. • Toshiba America Electronic Components, Inc. • Toshiba America Information Systems, Inc. • Toshiba America Medical Systems, Inc. • Toshiba America MRI, Inc. • Toshiba America, Inc. • Toshiba Capital (Asia) Ltd. • Toshiba Consumer Products (Thailand) Co., Ltd. • Toshiba Dalian Co., Ltd. • Toshiba Digital Media Network Taiwan Corporation • Toshiba Electronics Asia, Ltd. • Toshiba Electronics Europe GmbH • Toshiba Electronics Korea Corporation • Toshiba Electronics Malaysia Sdn. Bhd. • Toshiba Electronics Taiwan Corporation • Toshiba Europe GmbH • Toshiba HA Manufacturing (Nanhai) Co., Ltd. • Toshiba Hydro Power (Hangzhou) Co., Ltd. • Toshiba Information Equipment (Philippines), Inc. • Toshiba Information Systems (UK) Ltd. • Toshiba Information, Industrial and Power Systems Taiwan Corporation • Toshiba International Corporation • Toshiba International Finance (Netherlands) B.V. • Toshiba International Finance (UK) Plc. • Toshiba International Procurement Hong Kong, Ltd. • Toshiba Medical Systems Europe B.V. • Toshiba Nuclear Energy Holdings (UK) Ltd. • Toshiba Nuclear Energy Holdings (US) Inc. • Toshiba of Canada, Ltd. • Toshiba Samsung Storage Technology Korea Corporation • Toshiba Semiconductor (Wuxi) Co., Ltd. • Toshiba Systèmes (France) S.A. • Toshiba TEC Europe Imaging Systems S.A. • Toshiba TEC France Imaging Systems S.A. • Toshiba TEC U.K. Imaging Systems Ltd. • Toshiba Television Central Europe Sp. z o. o. • Toshiba Transmission and Distribution Brazil Ltd. • TSB Nuclear Energy Investment UK Ltd. • TSB Nuclear Energy Investment US Inc. • Westinghouse Electric Company L.L.C. 293 companies in total including the above 50. 60 Stock / Shareholders Information Common Stock Price Trends Common stock price (¥, fiscal year) High Low ’04/3 ’05/3 ’06/3 ’07/3 ’08/3 541 303 576 379 815 416 842 652 1,185 649 Nikkei average (¥) 11,715.39 11,668.95 17,059.66 17,287.65 12,525.54 Number of shares issued (Millions of shares) Market capitalization (¥ Billion) Earnings per share—Basic (EPS) (¥) Earnings per share—Diluted (EPS) (¥) Annual Dividends per share (¥) Payout ratio (%) (Consolidated) Number of shareholders Price-to-earnings ratio (PER) (Times) Price-to-cash flows ratio (PCFR) (Times) Price-to-book value ratio (PBR) (Times) 3,219 1,519.4 8.96 8.96 3 33.5 3,219 1,442.1 14.32 13.52 5 34.9 483,591 479,808 52.7 5.4 2.0 31.3 5.0 1.8 3,219 2,201.8 24.32 22.44 6.5 26.7 454,849 28.13 6.6 2.2 3,219 2,533.4 42.76 39.45 11 25.7 411,723 18.41 5.9 2.3 3,237 2,155.9 39.46 39.59 12 30.4 375,115 16.88 4.2 2.1 Note: Common stock price is based on the Tokyo Stock Exchange, Inc. market quotation. Distribution of Shareholders (Percentage of total voting rights) ’04/3 ■ Individuals and others in Japan 38.4% ’05/3 ’06/3 (As of March 31) ’08/3 ’07/3 39.2% 35.9% 31.2% 27.3% ■ Overseas investors 19.0 18.1 ■ Companies in Japan ■ Securities companies in Japan 3.0 1.2 ■ Financial institutions in Japan 38.4 2.9 0.7 39.1 22.3 2.7 1.4 37.7 25.0 2.7 1.7 39.4 24.6 4.1 1.0 43.0 (%) 100 80 60 40 20 0 38.4 39.2 35.9 31.2 27.3 19.0 3.0 1.2 18.1 2.9 0.7 38.4 39.1 22.3 2.7 1.4 37.7 25.0 2.7 1.7 39.4 24.6 4.1 1.0 43.0 ’04/3 ’05/3 ’06/3 ’07/3 ’08/3 Major Shareholders The Master Trust Bank of Japan, Limited (trust accounts) Japan Trustee Service Bank, Limited (trust accounts) The Dai-ichi Mutual Life Insurance Company Nippon Life Insurance Company Japan Trustee Service Bank, Limited (trust accounts 4) NIPPONKOA Insurance Company, Limited Sumitomo Mitsui Banking Corporation Mizuho Corporate Bank, Limited JP Morgan Chase Bank 380055 State Street Bank and Trust Company (As of March 31, 2008) Percentage of total voting rights 8.0% 5.2 3.6 3.4 2.2 1.6 1.6 1.6 1.5 1.5 61 Corporate History Governance structure Introduced corporate exec- utive officer system. Introduced in-house com- pany system. Adopted the Company with Committees system and introduced Corporate Social Responsibility Divi- sion. Introduced Takeover Defensive Measures. 62 Significant events 1875 Hisashige Tanaka opened a telegraph equipment factory (later Shibaura Engineering Works Co., Ltd.) in Shinbashi, Tokyo. 1890 Ichisuke Fujioka and Shoichi Miyoshi established Hakunetsusha & Co., Ltd. (later Tokyo Electric Company), in Kyobashi, Tokyo. 1939 Tokyo Electric Company merged with Shibaura Engineering Works Co., Ltd. and established Tokyo Shibaura Electric Co., Ltd. 1978 Released the first Japanese word processor. Changed name to Toshiba Corporation. 1985 Developed 1Mb DRAM. Introduced the world’s first laptop PCs. 1991 Developed 4Mb NAND Flash EEPROM. 1995 Developed the DVD high-density optical disc. 1998 1999 2000 Released SD Card and 1.8-inch HDD. 2001 Released “01 Action Plan. ” Commercialized the world’s first HDD/DVD video recorder. Commenced joint development of Cell, the next-generation proces- sor, with Sony Computer Entertainment Inc. and IBM Corporation. 2002 Withdrew from commodity DRAM business. Formed a joint venture with Matsushita Electric Industrial Co., Ltd. for LCDs. 2003 Home Appliance, IT-Solution and Medical System businesses trans- ferred and integrated with subsidiaries. 2004 Joined the United Nations’ Global Compact. Developed the world’s smallest direct methanol fuel cell (DMFC). Released a 64 multi-slice CT system. 2005 Developed 8Gb NAND Flash memory. 2006 Westinghouse Group joined the Toshiba Group (acquired shares of Westinghouse from British Nuclear Fuels (BNFL)). Developed 16Gb NAND Flash memory. 2007 Shipped steam turbines with cumulative total output of 150GW. Developed 320 slices Dynamic Volume CT system which can capture complete image of the heart or brain in only one rotation. Achieved cumulative output of 200 million HDDs. Achieved cumulative sales of 60 million notebook PCs. Corporate Data As of March 31, 2008 Headquarters: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-1, Shibaura 1-chome, Minato-ku, Tokyo, Japan Founded: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 1875 . . . . . . . . . . . . . . . . . . . . . . Approx. 198,000 (consolidated) Number of Employees: Fiscal Year: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April 1 to March 31 Authorized Number of Shares: . . . . . . . . . . . . . . . 10 billion shares Number of Shares Issued: . . . . . . . . . . . . . . . . . . . . 3,237,031,486 shares Number of Shareholders: . . . . . . . . . . . . . . . . . . . . 375,115 Stock Exchange Listings: . . . . . . . . . . . . . . . . . . . . . Tokyo, Osaka, Nagoya, London ISIN: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JP359 2200004 Ticker Code on the Tokyo Stock Exchange: . . 6502 Shareholder Registration Agent: . . . . . . . . . . . . . The Chuo Mitsui Trust and Banking Company, Limited For further information, please contact: . . . . . . Toshiba Corporation Corporate Communications Office Investor Relations Group 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan Phone: +81-3-3457-2096 Facsimile: +81-3-5444-9202 E-mail: ir@toshiba.co.jp http://www.toshiba.co.jp/about/ir/index.htm INVESTOR RELATIONS http://www.toshiba.co.jp/about/ir/index.htm Toshiba Corporation makes every effort to provide shareholders and investors with reliable information in a timely manner, and toward this we make full and proactive use of the Internet in our IR activities. On our investor relations site we publish a wide range of resources, including news releases, information for shareholders, our statements of accounts, and explanations of our business results, as well as videos and other materials related to business information meetings. The site also supports interactive communication, allowing investors to ask questions and offer opinions that will help us to improve the quality of our IR activities. FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements concerning Toshiba’s future plans, strategies, and performance. These forward- looking statements are not historical facts, rather they represent assumptions and beliefs based on economic, financial, and competitive data currently available. Furthermore, they are subject to a number of risks and uncertainties that, without limitation, relate to economic conditions, worldwide megacompetition in the electronics business, customer demand, foreign currency exchange rates, tax rules, regulations, and other factors. Toshiba therefore wishes to caution readers that actual results may differ materially from our expectations. Product names may be trademarks of their respective companies. 63 T o s h b a i C o r p o r a t i o n A n n u a l R e p o r t 2 0 0 8 • O p e r a t i o n a l R e v e w i The white-colored pages of this report are printed on FSC certified paper. TOSHIBA CORPORATION 2008 FINANCIAL REVIEW Annual Report 2008 • Financial Review Management’s Discussion and Analysis Five-year Summary Toshiba Corporation and Subsidiaries Years ended March 31 Net sales Cost of sales Selling, general and administrative expenses (Note 1) Operating income (Note 2) Income (loss) before income taxes and minority interest Income taxes Net income Millions of yen, except per share amounts 2008 ¥7,668,076 5,759,840 1,670,137 238,099 255,558 113,380 127,413 2007 ¥7,116,350 5,312,179 1,545,807 258,364 298,460 145,355 137,429 2006 ¥6,343,506 4,659,795 1,443,101 240,610 178,177 90,142 78,186 2005 ¥5,836,139 4,296,572 1,384,760 154,807 111,232 55,944 46,041 2004 ¥5,579,506 4,075,336 1,329,584 174,586 135,770 102,237 28,825 Per share of common stock: Net income (Note 3) —Basic —Diluted Cash dividends ¥39.46 36.59 12.00 ¥42.76 39.45 11.00 ¥24.32 22.44 6.50 ¥14.32 13.53 5.00 ¥8.96 8.96 3.00 Total assets Shareholders’ equity Capital expenditures (Property, plant and equipment) Depreciation (Property, plant and equipment) R&D expenditures Number of employees ¥5,935,637 1,022,265 465,044 340,852 393,293 198,000 ¥5,931,962 1,108,321 375,335 259,882 393,987 191,000 ¥4,727,113 1,002,165 338,800 228,637 372,447 172,000 ¥4,571,412 815,507 318,394 215,844 348,010 165,000 ¥4,462,200 754,990 227,273 223,946 336,714 161,000 Notes: 1) ¥4,085 million, ¥4,836 million and ¥48,945 million of “Subsidy received on return of substitutional portion of Employees’ Pension Fund Plan, net of settlement loss of ¥5,045 million in 2006, ¥7,992 million in 2005 and ¥188,106 million in 2004” are classified as a reduction of selling, general and administrative expenses for the fiscal years ended March 31, 2006, 2005 and 2004, respectively. 2) Operating income (loss) presented hereinafter is, in accordance with accounting practices in Japan, derived from a value that deducts the cost of sales and selling, general and adminis- trative from net sales, allowing comparison with that of other companies in Japan. Some items which are classified as operating income (loss) under U.S.GAAP may be presented as non- operating income (loss). In the FY2007 accounts, such items as the withdrawal from the HD DVD business, the sale of Ginza Toshiba Building, and the change in accounting estimates effected by a change in accounting principle for depreciation of property, plant and equipment (P.P.E.), are presented as non-operating income (loss). 3) Basic net income per share (EPS) is computed based on the weighted-average number of shares of common stock outstanding during each period. Diluted EPS assumes the dilution that could occur if convertible bonds were converted or stock acquisition rights were exercised to issue common stock, unless their inclusion would have an antidilutive effect. 4) Beginning with the fiscal year ended March 31, 2006, equity in earnings (losses) of affiliates has been included in income (loss) before income taxes and minority interest. Prior-period data for the fiscal years ended from March 31, 2004 through 2005 has been reclassified to conform with the current classification. 2. Management’s Discussion and Analysis 15. Consolidated Balance Sheets 17. Consolidated Statements of Income 18. Consolidated Statements of Shareholders’ Equity 19. Consolidated Statements of Cash Flows 20. Notes to Consolidated Financial Statements 47. Report of Independent Auditors SCOPE OF CONSOLIDATION As of the end of March 2008, Toshiba Group comprised Toshiba Corporation and 550 consolidated subsidiaries and its principal operations were in the Digital Products, Electronic Devices, Social Infrastructure and Home Appliances business domains. 133 consolidated subsidiaries were involved in Digital Products, 59 in Electronic Devices, 211 in Social Infrastructure, 77 in Home Appliances and 70 in Others. The number of consolidated subsidiaries was 31 more than at the end of March 2007. 193 affiliates were accounted by the equity method as of the end of March 2008. RESULTS OF OPERATIONS NET SALES AND NET INCOME (LOSS) The Japanese economy continued to expand during the first half of FY2007, mainly on increased capital expenditure. The economy faced difficulties in the second half, as the subprime mortgage crisis impacted on the US economy and the continu- ing rise in crude oil prices cast darkening shadows over corporate profitability. Overseas, the US economy slowed due to the subprime mortgage crisis in the second half of FY2007, and the pace of eco- nomic expansion in the Europe slowed as well. Asia, including China, continued to see economic expansion. In these circumstances, Toshiba posted higher consolidated sales, reflecting proactive managements, including strategic allocation of resources grounded in the Group strategy of achieving sustained growth with profit. Toshiba’s overall consoli- dated sales for the full-year term were 7,668.1 billion yen, an increase of 551.7 billion yen. Consolidated operating income declined by 20.3 billion yen to 238.1 billion yen. Social Infrastructure recorded substantially increased operating income, while Electronic Devices saw significantly lower operating income. Income before income taxes and minority interest decreased by 42.9 billion yen to 255.6 billion yen, a figure primarily reflecting the costs incurred in the withdrawal from the HD DVD business and the impact of changes in estimate of salvage value of property, plant and equipment (P.P.E.), in spite of the gain from the sale of the Ginza Toshiba Building. Net income decreased by 10.0 billion yen to 127.4 billion yen. 2 33 NET SALES BY REGION Year ended March 31 Japan Asia North America Europe Others Net Sales 2008 ¥3,705,218 1,498,045 1,151,932 1,079,485 233,396 ¥7,668,076 Millions of yen 2007 ¥3,599,385 1,412,446 1,057,810 863,224 183,485 ¥7,116,350 2006 ¥3,382,143 1,144,568 945,137 699,584 172,074 ¥6,343,506 (Note) These figures are based on geographic location of the market in which sales were recorded, and therefore differ from the segment sales reported on p.7, which are based on the location of the distribution source. Management’s Discussion and Analysis DIVIDEND The Company while giving full consideration to such factors as the strategic investments necessary to secure medium- to long-term growth, seeks to achieve continuous increases in its actual dividend payments, in line with a payout ratio in the region of 30 percent, on a consolidated basis. The Company paid an interim dividend of ¥6.00 per share and a year-end dividend of ¥6.00 per share. As a result, the annual dividend for the full term reached a record high of ¥12.0, up ¥1.0 from the previous term. The dividend for FY2008 has not yet been decided. RESULTS BY INDUSTRY SEGMENT Year ended March 31 Digital Products Electronic Devices Social Infrastructure Home Appliances Others Eliminations Total Net Sales Billions of yen — 2,951.2 1,738.5 2,419.0 774.3 384.6 –599.5 7,668.1 Change (%) +5% +5% +17% +3% –2% — +8% Operating Income (loss) — 15.0 74.1 131.3 3.9 14.7 –0.9 238.1 Change –0.8 –45.6 +34.5 –5.8 –4.0 — –20.3 DIGITAL PRODUCTS Consolidated sales of Digital Products rose by 145.7 billion yen to 2,951.2 billion yen. The PC business saw sales growth on increased sales worldwide, and the Digital Media business also saw higher sales in TVs. Sales in the mobile phone business were flat, while the Retail Information Systems and Office Equipment business saw lower sales. The segment’s consolidated operating income decreased by 0.8 billion yen, resulting in a profit of 15.0 billion yen. The PC business recorded a significant increase in operating income on the strength of higher sales, and the Retail Information Systems and Office Equipment business also increased operating income, the result of focusing sales on high-value added products. The Digital Media business, however, recorded a significantly lower performance, reflecting costs incurred in the withdrawal from the HD DVD business. ELECTRONIC DEVICES The Semiconductor business saw sales increase, mainly in NAND flash memory. Sales in the Devices and Components business remained flat. The LCD business saw sales decline on sluggish sales of LCDs for mobile applications and a decline in sales prices. Overall consolidated segment sales increased by 81.2 billion yen to 1,738.5 billion yen. Consolidated operating income for the segment was 74.1 billion yen, a decrease of 45.6 billion yen. Both the Semiconductor business and the LCD business saw significantly lower operating income, the result of declining sales prices. SOCIAL INFRASTRUCTURE Consolidated sales in the Social Infrastructure segment increased by 351.3 billion yen to 2,419.0 billion yen. The Power Systems business saw solid sales of thermal power plant and equipment, and electric power transmission and distribution systems, mainly in overseas markets, and sales were also boosted by the consolidation of Westinghouse into the Group. The Industrial Systems business also recorded increased sales, on a good performance in transportation systems. Sales in the Medical Systems business rose against the previous year, on higher sales in overseas markets. The IT Solutions business and the Elevator business also saw increased sales. In the Social Infrastructure Systems business, sales were lower as TV broad- casting companies completed their initial round of capital investment in digital broadcasting. Consolidated operating income in the segment was 131.3 billion yen, an improvement of 34.5 billion yen. While the Social Infrastructure Systems business saw lower results, the Power Systems business and the Industrial Systems business posted solid performances. The Medical Systems business and IT Solutions business continued to see the same levels of high prof- itability as in the previous period, and the Elevator business also recorded a good performance. HOME APPLIANCES Consolidated sales of Home Appliances increased by 25.4 billion yen to 774.3 billion yen, on higher sales of air conditioners, refrigerators and washing machines, mainly in overseas markets. Consolidated segment operating income declined by 5.8 billion yen to 3.9 billion yen, largely as the result of amendment of the Building Standards Law, declines in prices for white goods and industrial lighting, and increased costs involved in restructuring domestic manufacturing bases. OTHERS Consolidated net sales of Others decreased by 7.0 billion yen from the previous year to 384.6 billion yen, and consolidated operating income also decreased by 4.0 billion from the year earlier to 14.7 billion yen. The consolidated segment information has been prepared based on Article 15-2 of the Regulations for Consolidated Financial Statements instead of Statement of Financial Accounting Standards (“SFAS”) No. 131. INDUSTRY SEGMENTS Year ended March 31 Sales: Digital Products Unaffiliated customers Intersegment Total Electronic Devices Unaffiliated customers Intersegment Total Social Infrastructure Unaffiliated customers Intersegment Total Home Appliances Unaffiliated customers Intersegment Total Others Unaffiliated customers Intersegment Total Eliminations Consolidated 4 55 2008 Millions of yen 2007 2006 Thousands of U.S. dollars 2008 ¥2,845,843 105,343 2,951,186 ¥2,720,522 84,968 2,805,490 ¥2,459,270 77,278 2,536,548 $28,458,430 1,053,430 29,511,860 1,654,842 83,704 1,738,546 2,305,984 113,007 2,418,991 754,091 20,203 774,294 107,316 277,314 384,630 (599,571) ¥7,668,076 1,572,967 84,334 1,657,301 1,991,083 76,583 2,067,666 726,878 22,052 748,930 104,900 286,736 391,636 (554,673) ¥7,116,350 1,301,665 86,419 1,388,084 1,815,115 67,146 1,882,261 669,058 18,448 687,506 16,548,420 837,040 17,385,460 23,059,840 1,130,070 24,189,910 7,540,910 202,030 7,742,940 98,398 281,357 379,755 (530,648) ¥6,343,506 1,073,160 2,773,140 3,846,300 (5,995,710) $76,680,760 Management’s Discussion and Analysis Year ended March 31 Operating income (loss): Digital Products Electronic Devices Social Infrastructure Home Appliances Others Eliminations Consolidated Identifiable assets: Digital Products Electronic Devices Social Infrastructure Home Appliances Others Corporate and Eliminations Consolidated Depreciation and amortization: Digital Products Electronic Devices Social Infrastructure Home Appliances Others Corporate Consolidated Impairment of long-lived assets: Digital Products Electronic Devices Social Infrastructure Home Appliances Others Corporate Consolidated Capital expenditures: Digital Products Electronic Devices Social Infrastructure Home Appliances Others Corporate Consolidated 2008 Millions of yen 2007 ¥ 15,059 74,130 131,274 3,912 14,669 (945) ¥ 238,099 ¥1,290,442 1,552,752 2,337,972 438,989 379,305 (63,823) ¥5,935,637 ¥ 38,459 229,539 59,864 22,717 29,581 — ¥ 380,160 ¥ ¥ 16,708 63 134 — 54 — 16,959 ¥ 37,513 367,368 67,696 20,019 9,432 — ¥ 502,028 ¥ 15,784 119,750 96,760 9,676 18,721 (2,327) ¥ 258,364 ¥1,242,567 1,449,764 2,385,297 438,793 479,155 (63,614) ¥5,931,962 ¥ 42,493 169,113 41,782 18,307 21,180 — ¥ 292,875 ¥ ¥ 7,921 1 6 216 472 — 8,616 ¥ 40,526 269,654 58,750 24,744 16,123 — ¥ 409,797 2006 ¥ 20,864 123,287 76,553 2,710 17,964 (768) ¥ 240,610 ¥1,092,075 1,323,693 1,577,973 400,825 442,389 (109,842) ¥4,727,113 ¥ 32,071 148,016 34,982 16,654 22,494 — ¥ 254,217 ¥ ¥ 7,126 2,861 444 116 1,427 — 11,974 ¥ 44,209 239,480 44,034 27,428 7,733 — ¥ 362,884 Thousands of U.S. dollars 2008 $ 150,590 741,300 1,312,740 39,120 146,690 (9,450) $ 2,380,990 $12,904,420 15,527,520 23,379,720 4,389,890 3,793,050 (638,230) $59,356,370 $ 384,590 2,295,390 598,640 227,170 295,810 — $ 3,801,600 $ $ 167,080 630 1,340 — 540 — 169,590 $ 375,130 3,673,680 676,960 200,190 94,320 — $ 5,020,280 GEOGRAPHIC SEGMENTS Year ended March 31 Sales: Japan Unaffiliated customers Intersegment Total Asia Unaffiliated customers Intersegment Total North America Unaffiliated customers Intersegment Total Europe Unaffiliated customers Intersegment Total Others Unaffiliated customers Intersegment Total Eliminations Consolidated Operating income (loss): Japan Asia North America Europe Others Eliminations Consolidated Identifiable assets: Japan Asia North America Europe Others Corporate and Eliminations Consolidated 2008 Millions of yen 2007 2006 Thousands of U.S. dollars 2008 ¥4,103,301 2,041,284 6,144,585 ¥4,070,662 1,922,480 5,993,142 ¥3,787,378 1,677,041 5,464,419 $41,033,010 20,412,840 61,445,850 1,260,522 594,820 1,855,342 1,187,279 20,958 1,208,237 1,016,175 23,297 1,039,472 100,799 12,654 113,453 (2,693,013) ¥7,668,076 ¥ 152,892 37,579 7,619 25,625 3,799 10,585 ¥ 238,099 ¥4,263,120 762,011 737,911 589,932 42,621 (459,958) ¥5,935,637 1,143,500 580,604 1,724,104 1,002,117 26,230 1,028,347 809,031 21,200 830,231 91,040 6,203 97,243 (2,556,717) ¥7,116,350 ¥ 204,089 26,080 7,816 7,248 3,304 9,827 ¥ 258,364 ¥4,010,563 835,668 789,392 661,853 77,116 (442,630) ¥5,931,962 980,360 541,060 1,521,420 863,732 24,769 888,501 634,245 24,489 658,734 12,605,220 5,948,200 18,553,420 11,872,790 209,580 12,082,370 10,161,750 232,970 10,394,720 77,791 1,454 79,245 (2,268,813) ¥6,343,506 1,007,990 126,540 1,134,530 (26,930,130) $76,680,760 6 77 ¥ 191,949 22,063 18,107 6,145 2,075 271 ¥ 240,610 $ 1,528,920 375,790 76,190 256,250 37,990 105,850 $ 2,380,990 ¥3,790,544 750,481 254,649 241,598 30,379 (340,538) ¥4,727,113 $42,631,200 7,620,110 7,379,110 5,899,320 426,210 (4,599,580) $59,356,370 Management’s Discussion and Analysis RESEARCH AND DEVELOPMENT The Group, inspired by the concepts of “surprise and sensation” and “safety and security”, is dedicated to the increase of value through process innovation and the creation of value through value innovation. Considering “Eco & Energy”, wide- ranging research projects promote the development of differentiated technologies and proprietary knowledge in new materi- als, products and systems, and further the development of manufacturing technology. In the core business segments of Digital Products, Electronic Devices and Social Infrastructure, research and development draws on the Group’s technologi- cal strengths to develop engines for future growth to a strategic product map. Efforts are also made to achieve cross function- al business synergies, such as those between the Digital Products segment and Electronic Devices segment, with the goal of expanding customer value to generate new competitive strengths. The Group’s overall R&D expenditure reached ¥393.3 billion in the fiscal year ended March 31, 2008. Expenditures for each business segment were as follows: Digital Products Electronic Devices Social Infrastructure Home Appliances Others CAPITAL EXPENDITURES Billions of yen 118.3 166.2 88.3 19.2 1.3 CAPITAL EXPENDITURE OVERVIEW The Group’s basis strategy stresses proactive managements including the strategic allocation of resources in growing fields grounded in achieving sustained growth with profit, one pillar of corporate management of the Group. In the term under review, overall capital investments (based on the value of orders placed and including intangible assets; the same hereafter) reached ¥618.9billion, mainly for the Electronic Devices segments. This capital investment amount includes ¥181.5 billion, which is the Group’s portion of the investments made by Flash Alliance, Ltd., etc., which are companies accounted for by the equity method. The Group’s capital investments (consolidated basis) excluding abovementioned investment by Flash Alliance, Ltd., etc., are ¥437.4 billion. In the Electronic Devices segment, capital investments of ¥436.5 billion (including ¥181.5 billion, which is the Group’s portion of the investments made by Flash Alliance, Ltd., etc., which are companies accounted for by the equity method) were directed at increasing capacity and promoting development of semiconductor products and raising output of LCDs. Major projects completed by the Group in this fiscal year included leading-edge LSI manufacturing facilities (at the Oita Operations), manufacturing building equipment and power equipment for NAND flash memories (at the Yokkaichi Operations), manufacturing facilities for discrete semiconductors (at Kaga Toshiba Electronics Corporation). In the Digital Products segment, capital investments totaling ¥48.3 billion were channeled into development and manufac- turing of new products, including PCs, imaging products and HDDs. In the Social Infrastructure segment, capital investments of ¥86.6 billion were made in areas that included system develop- ment and renewal infrastructure equipment for manufacturing. In the Home Appliances segment, ¥30.7 billion was invested for to development of new models and manufacturing. Capital expenditures in the Others segment totaled ¥16.8 billion. PLANS FOR CONSTRUCTING NEW FACILITIES AND RETIRING EXISTING FACILITIES In the fiscal year ending March 31, 2009, investment in new facilities and equipment upgrades, including intangible assets, is projected to total ¥656.0 billion (based on the value of orders placed; the same hereafter). This figure includes ¥178.0 billion, which is the Group’s portion of the investment made by Flash Alliance, Ltd., etc., which are companies accounted for by the equity method. The Group’s planned capital investments (consolidated basis), excluding abovementioned investments by Flash Alliance, Ltd., etc., are ¥478.0 billion. The Group’s planned capital investments for each business segment are described below: Digital Products Electronic Devices Social Infrastructure Home Appliances Others Billions of yen 52.0 413.0 116.0 31.0 44.0 Notes: 1) Consumption taxes are not included in these capital investments. 2) These capital investments will be primarily financed by internal funds and borrowings. 3) Retiring material facilities is not planed except for routine renewal of facilities. 4) Capital investment for Electronic Devices includes ¥178.0 billion, which is the Group’s portion of the investment made by Flash Alliance, Ltd., etc., which are companies accounted for by the equity method. 5) Brief of investments plan for each business segment is described below: - Digital Products plans to invest ¥52.0 billion in manufacturing facilities for HDDs, etc. - Electronic Devices plans to invest ¥413.0 billion in enhancement of manufacturing facilities for NAND flash memories, construction of new facilities and manufacturing facilities for LCDs, etc. - Social Infrastructure plans to invest ¥116.0 billion in nuclear power business, enhancement of overseas manufacturing bases of thermal power business and manufacturing facilities for new type rechargeable battery, etc. - Home Appliances plans to invest ¥31.0 billion in manufacturing facilities for home appliances and molds, etc. - Others plans to invest ¥44.0 billion. FINANCIAL POSITION AND CASH FLOWS Total assets increased by 3.6 billion yen from the end of March 2007 to 5,935.6 billion yen. Shareholders’ equity decreased by 86.0 billion yen from the end of March 2007 to 1,022.3 billion yen, largely reflecting a decline in other comprehensive income (loss) of 191.0 billion yen due to yen appreciation, etc. in spite of a net income of 127.4 billion yen. Total debt increased by 102.5 billion yen from the end of March 2007 to 1,261.0 billion yen, mainly as a result of increased working capital. As a result of the foregoing, the debt-to-equity ratio as of the end of March 2008 was 123%, an 18-point worsening from the end of March 2007. Free cash flow was minus 75.6 billion yen, a 75.7 billion yen improvement from the same period of the previous year, as improved cash flows from investing activities compensated for deterioration in cash flows from operating activities. The main cause of improved cash flows from investing activities is that Toshiba paid cash for the acquisition of Westinghouse in the FY2006 and received cash from the sale of the Ginza Toshiba Building in the FY2007. CASH FLOWS In the fiscal year under review, net cash provided by operating activities amounted to ¥247.1 billion, a decrease of ¥314.4 bil- lion from the previous fiscal year. Net cash used in investing activities totaled ¥322.7 billion, a decrease of ¥390.1 billion from the previous fiscal year. This was due to costs incurred from the acquisition of Westinghouse in prior year and proceeds from the sale of the Ginza Toshiba Building in current year. Net cash provided by financing activities amounted to ¥46.6 billion in current year compared with ¥154.8 billion in net cash provided by financing activities during the prior year. This decrease was due to the finance acquisition of Westinghouse in prior year. The effect of exchange rate movements was to decrease cash by ¥31.7 billion. After accounting for the aforementioned and other factors, cash and cash equivalents at the fiscal year-end decreased by ¥60.7 billion to ¥248.6 billion. 8 99 TREASURY STOCK Shares held as of the closing date of last period: Shares acquired during the period: Demand for purchase of shares less than one unit from shareholders Shares disposed during the period: Demand for sale of shares less than one unit from shareholders Conversion of convertible bonds Shares held as of the closing date of this period: Aggregate amount of acquisition costs: Aggregate amount of sales value: Aggregate amount of sales value: 5,537,542 (common stock) 1,285,859 (common stock) 1,235 (million yen) 132,295 (common stock) 113 (million yen) 5,248,461 (common stock) 2,860 (million yen) 1,442,645 (common stock) Management’s Discussion and Analysis PRINCIPAL SUBSIDIARIES AND AFFILIATED COMPANIES As of March 31, 2008 Name of Company Toshiba TEC Corporation Toshiba America Business Solutions, Inc. Toshiba Matsushita Display Technology Co., Ltd. AFPD Pte., Ltd. Toshiba Plant Systems & Services Corporation Toshiba Elevator and Building Systems Corporation Toshiba Solutions Corporation Toshiba Medical Systems Corporation Toshiba Nuclear Energy Holdings (US) Inc. Toshiba Nuclear Energy Holdings (UK) Ltd. Toshiba America Medical Systems, Inc. Toshiba Consumer Marketing Corporation Toshiba Capital Corporation Toshiba America, Inc. Toshiba International Finance (UK) Plc. Toshiba Capital (Asia) Ltd. Taiwan Toshiba International Procurement Corporation Voting Rights Ratio (Percentage) 52.5 100.0 60.0 100.0 61.6 80.0 100.0 100.0 67.0 67.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Location Shinagawa-ku, Tokyo U.S. Minato-ku, Tokyo Singapore Ota-ku, Tokyo Shinagawa-ku, Tokyo Minato-ku, Tokyo Otawara U.S. U.K. U.S. Chiyoda-ku, Tokyo Minato-ku, Tokyo U.S. U.K. Singapore Taiwan (Notes) 1. The Company has 550 consolidated subsidiaries (including the above 17 companies) in accordance with Generally Accepted Accounting Standards in the U.S., and 193 affiliated com- panies accounted for by the equity method. The main affiliated companies accounted for by the equity method are Ikegami Tsushinki Co., Ltd., Shibaura Mechatronics Corporation, Toshiba Machine Co., Ltd., and Topcon Corporation. 2. Toshiba Nuclear Energy Holdings (US) Inc. substantially owns all of the equity of Westinghouse Electric Company. 3. Effective in April 2008, Toshiba Consumer Marketing Corporation became a holding company controlling the Home Appliances Segment in conjunction with the reorganization of the Group companies in this business segment, and its trade name has been changed to Toshiba Consumer Electronics Holdings Corporation. Main Places of Business and Facilities of the Company Segment Company-wide Offices Laboratories and others Digital Products Laboratories Major Distribution As of March 31,2008 Principal Office (Minato-ku, Tokyo), Hokkaido Branch Office (Sapporo), Tohoku Branch Office (Sendai), Shutoken Branch Office (Saitama), South-Shutoken Branch Office (Yokohama), Hokuriku Branch Office (Toyama), Chubu Branch Office (Nagoya), Kansai Branch Office (Osaka), Chugoku Branch Office (Hiroshima), Shikoku Branch Office (Takamatsu), Kyushu Branch Office (Fukuoka) Corporate Research & Development Center (Kawasaki), Software Engineering Center (Kawasaki), Corporate Manufacturing Engineering Center (Yokohama), Yokohama Complex (Yokohama) Core Technology Center (Ome), PC Development Center (Ome), Mobile Communications Development Center (Hino) Production Facilities Fukaya Operations (Fukaya), Ome Complex (Ome), Hino Operations (Hino) Electronic Devices Laboratories Center For Semiconductor Research & Development (Kawasaki), Process & Manufacturing Engineering Center (Yokohama) Production Facilities Microelectronics Center (Kawasaki), Yokkaichi Operations (Yokkaichi), Himeji Operations (Himeji), Kitakyushu Operations (Kitakyushu), Oita Operations (Oita) Social Infrastructure Laboratories Production Facilities Power and Industrial Systems Research and Development Center (Yokohama), Isogo Nuclear Engineering Center (Yokohama) Fuchu Complex (Fuchu, Tokyo), Komukai Operations (Kawasaki), Hamakawasaki Operations (Kawasaki), Keihin Product Operations (Yokohama), Mie Operations (Asahi Cho, Mie) RISK FACTORS RELATING TO THE TOSHIBA GROUP AND ITS BUSINESS The Group’s business areas of energy and electronics require highly advanced technology. At the same time, the Group faces fierce global competition. Therefore, appropriate risk management is indispensable. Major risk factors related to the Group are described below. The actual occurrence of any of those risk factors may adversely affect the Group’s results and financial condition. Risks identified by the Group are based on information available to the Group at June 25, 2008. They also include issues that may not affect investment decisions, but which are mentioned in line with the Group’s policy of proactive disclosure. The Group recognizes these risks and makes every effort to manage them and to minimize any impact from them. (1) Business environment of Digital Products business The market for the Digital Product segment is intensely competitive, with many companies manufacturing and selling prod- ucts similar to those offered by the Group. In addition, demand for products in this segment can be volatile. In times of decreased consumer spending, demand for the Group’s products can be low, while times of rapid increases in demand may result in shortages of parts and components, hampering the Group’s ability to supply products to the market in a timely manner. While the segment makes every effort to monitor the demand situation, any rapid fluctuation in demand may result in price erosion or increases in component prices. Furthermore, some products in this segment are dependent on particular customers. (2) Business environment of Electronic Devices business The market for the Electronic Devices segment is highly cyclical in demand. In addition, there is intense competition to develop and market new products. The Group makes every effort to monitor shifts in the market, but if the market faces a downturn, if the Group fails to market new products in a timely manner, or if there is a rapid introduction of new technolo- gy, the Group’s current products may become obsolete. This business segment requires significant levels of capital expenditure. While efforts are made to invest in stages by care- fully monitoring demand, unanticipated market change may result in production capacity for particular products becoming available at a time when demand for those products is on the wane, causing oversupply. In addition, the Electronic Devices business segment is prone to large fluctuation in operating income, and if the market conditions worsen significantly, the Segment’s performance may have a large influence on the overall company’s profit and loss. (3) Business environment of Social Infrastructure business A significant portion of net sales in the Social Infrastructure segment is attributable to government and local municipality expenditure on public works, and to capital expenditure by the private sector. The segment monitors trends in such capital expenditures, and also makes best efforts to cultivate new business and customers, in order to avoid undue impact from any fluctuations. However, reductions and delays in public works spending, as well as low levels of private capital expenditure, can adversely affect the segment business. Furthermore, the segment’s business involves supply of products and services for large-scale projects on a worldwide basis. Delays, changes in plans, stoppages, natural and other disasters, and other factors, may adversely affect the progress of such large-scale plant projects. The percentage of completion method is applied for revenue recognition for long term construction work contracts. The Company reassesses expected costs and profits accordingly, and if the expected profits from such a pro- ject do not meet original expectations, a loss will be recognized against prior accrued profits. (4) Acquisitions and others As a result of the acquisition of Westinghouse group on October 2006, a substantial amount of goodwill has been recorded in the Company’s consolidated balance sheet, pursuant to U.S. generally accepted accounting principles (US GAAP). The Company believes that this goodwill is appropriate, reflecting Westinghouse’s future capabilities for profit generation and the synergy that is being obtained from combining Westinghouse and the Group. It is an important managerial task for the Group to maintain the value of this goodwill. In August 2007, the Group entered into a share transfer agreement with National Atomic Company Kazatomprom JSC (hereafter “Kazatomprom”), a Republic of Kazakhstan state-owned enterprise and a major supplier of uranium, under which the Company transferred 10 percent of its ownership interest in Westinghouse’s holding companies to Kazatomprom. As a result of this transfer, the Company’s ownership interest in Westinghouse was reduced to 67%. The remainder of the stock is held by the Shaw Group Inc. (hereafter “Shaw”), which holds 20%, and IHI Corporation (hereafter “IHI”), which holds 3 percent. Under the relevant shareholders agreements, Shaw, IHI and Kazatomprom are restricted from transferring their owner- 10 1111 Management’s Discussion and Analysis ship interests in Westinghouse for approximately six years from the date of the initial shareholders agreements. To protect the Company from capital participations by unfavorable third parties and to protect minority shareholders’ interests, the Company also provided each of Shaw, IHI and Kazatomprom with an option to sell all or part of its ownership interest to the Company during a certain period, while the Company has an option to purchase all or part of the ownership interest of Shaw, IHI or Kazatomprom, under certain conditions. In the event that Shaw, IHI or Kazatomprom exercise the sell option, or the Company exercises its purchase option, the Group may need to raise further funds. (5) Lawsuits and others The Group undertakes global business operations and is involved from time to time in disputes, including lawsuits and other legal proceedings and investigations by relevant authorities. There will be also possibility of such a case in future. Due to the differences in judicial systems and the uncertainties inherent of such proceedings, the Group may be subject to a ruling requiring payments of amounts far exceeding its expectations. Any judgement or decision unfavorable to the Group could have a materially adverse effect on the Group’s financial condition or results of operations. In addition, the pursuit of or defense of such lawsuits, legal proceedings and investigations may require significant resources and significant involvement of the Group’s senior management, which may divert management attention from normal operations. In January 2007, the European Commission (the “Commission”) imposed fines on 19 companies, including the Company, for infringing EU competition laws in the gas insulated switchgear market. The Company was directly fined EUR86.25 mil- lion, and was also fined EUR4.65 million jointly and severally with Mitsubishi Electric Corporation. The Company contends that it did not infringe EU competition laws and appealed these fines in April 2007. However, there can be no assurances that the Company will be successful in its appeal. The Group is also being investigated by the Commission and/or the US Department of Justice for potential violations of competition laws with respect to semiconductors, LCD products, cathode ray tubes (CRT) and heavy electrical equipment. In addition, individuals and corporations in the United States have filed class action lawsuits against the Group with respect to alleged anti-competitive behavior. (6) Development of new products It is critically important for the Group to offer the market viable and innovative new products and services. The Group iden- tifies strategic products that will drive future profits, and defines strategic product areas to support through the timely intro- duction of successive products. However due to the rapid pace of technological innovation, the introduction of new technolo- gies and products that replace current products, and changes in technology standards, the introduction to market of opti- mum new products may be delayed, and new products that are brought to market may be accepted by the market for a short- er period than anticipated. In addition, any failure on the part of the Group to assure sufficient funding and resources for continuous product development may affect the Group’s ability to develop new products and services and to introduce them to the market. (7) Investments in new business The Group invests in companies involved in new businesses as well as developing its own new businesses. Many technological issues need to be resolved, and potential demand effectively discovered and captured, before a new line of business can become successful, and as such the progress and success of new businesses are uncertain. If any new business in which the Group invests or which the Group attempts to develop does not progress as planned, the Group may not recover the funds and resources it has spent, and this may adversely affect the Group. Mobile Broadcasting Corporation, a Toshiba consolidated subsidiary that oper- ates a digital satellite broadcasting service, accounts for a significant loss, and any failure to make favorable progress in reforming its business may have an adverse effect on Group results. (8) Success of joint ventures and other business alliances A key strategy of the Group in many of its businesses is the formation of joint ventures and business alliances optimized for each business, in every area of the business, including research and development, production and marketing. If the Group experiences differences with a partner in a joint venture or business alliance, in respect of financing, technological manage- ment, product development or management strategies, such joint ventures or business alliances may be terminated. (9) Global environment The Group undertakes global business operations. Any changes in political, economic and social conditions, legal or regula- tory changes and exchange rate fluctuations, in any region, may impact on market demand and the Group’s business opera- tions. As the Group expands overseas production, particularly in Asia, any occurrence of terrorism or of epidemic illness, such as avian flu, could have a significant adverse effect on Group results. (10)Natural disasters Most of the Group’s Japanese production facilities are located in the Keihin region, part of the capital region, while key semi- conductor production facilities are located in Kyushu, Tokai, Hanshin and Tohoku. The Group expands overseas production, particularly in Asia. While the Group promotes measures such as earthquake-resistant buildings at production facilities, large- scale disasters, such as earthquakes or typhoons in regions with production sites, may damage or destroy production capabili- ties, cause operational and transportation interruptions, and affect production capabilities significantly. (11) Measures against counterfeit products While the Group protects and seeks to enhance the value of the Toshiba brand, lesser-quality counterfeit products created by third parties can be found worldwide, which may dilute the value of the Toshiba brand. Distribution of those counterfeit products may decrease the Group’s net sales. (12) Product quality claims While the Group has instituted measures to manufacture its products in accordance with appropriate quality-control stan- dards, there can be no assurance that all products are free of defects, or that such defects will not result in a large-scale recall, lawsuits or other claims relating to product quality. (13) Information securities The Group keeps and manages various personal information obtained through business operations. The Group also keeps various trade secrets regarding the Group’s technology, marketing and other business operations. While the Group makes every effort to manage this information properly, an unanticipated leak of such information could occur, and it may be obtained and used illegally by a third party. In such circumstances, the Group’s business performance and financial situation may be subject to negative influences. Additionally, the role of information systems in the Group is critical to carrying out business activities. While the Group makes every effort to assure stable operation of its information systems, it is possible that their functionality could be impaired or destroyed by computer viruses, software or hardware failures, disaster, terrorism, and other factors. (14) Procurement of components and materials It is important for the Group’s business activities to procure materials, components and other goods in a timely and proper manner. Procured goods include products whose suppliers are limited due to the product’s particularity, and products that are difficult to replace. In cases of delay or other problems in receiving supply of such components and materials, shortages may occur or procurement costs may rise. Also, it is necessary to procure components and materials at competitive costs and to optimize the entire supply chain, including suppliers, in order for the Group to bring competitive products to market. Any failure by the Group to achieve proper cooperation with key suppliers may impact on the Group’s competitiveness. Any case of defective components and materials or failure to meet required specifications may also have an adverse effect on the reliability and reputation of the Group and Toshiba brand products. (15) Securing human resources The success of the Group’s businesses depends in large part on securing excellent human resources in every business area and process, including product development, production, marketing and business management. Competition to secure human resources is intensifying, as the number of qualified personnel in each area and process is limited. Due to this, the Group may fail to retain existing employees or to obtain new human resources. (16) Compliance and internal control The Group is active in various businesses in various regions worldwide, and its business activities are subject to laws and regula- tions in each country or region. The Group puts in place appropriate internal control systems from perspectives that include assuring management effectiveness and efficiency, assuring the reliability of business and financial reports, compliance with laws and regulations, and risk management, and operates within those systems. However, by their nature, such internal control sys- tems may themselves have limitations, and it is not possible to guarantee that they will fully achieve their objectives. Due to these inherent limitations, the Group cannot guarantee that there will never be any violation of laws and regulations. Changes in laws and regulations or changes in interpretations of laws and regulations by the authorities may also cause difficulty in achieving com- pliance with laws and regulations, or may result in increased compliance costs. (17) Strategic concentrated investment The Group makes strategic investments that concentrate on specific business areas, including NAND flash memory and nuclear power generation systems. While it is essential to allocate limited management resources to strategic, high growth areas and businesses in which the Group enjoys competitiveness, in order to secure and maintain the Group’s advantages, the 12 1313 Management’s Discussion and Analysis strategic businesses in which such investments are made may not generate profit commensurate with the investments. (18) Protection of intellectual property rights The Group makes every effort to secure intellectual property rights. However, in some regions, it may not be possible to secure sufficient protection. Also, the Group uses intellectual property from third parties, which the Group has acquired license to use. It may be pos- sible that the Group fails to receive such third-party license for an essential intellectual property, or receives permission only on unfavorable terms. It is also possible that the Group may have to file suit in order to protect its intellectual property rights, or that a suit for breach of intellectual property rights may be brought against the Group. Such lawsuits may require time, costs and other management resources, and, depending on the decision handed down, it may become impossible for the Group to use an important technology, or the Group may become liable for significant damages. (19) Environment In the Group’s global business activities, various environmental laws, including laws on air pollution, water pollution, toxic substances, waste disposal, product recycling, prevention of global warming and energy policies, are in force around the world. While the Group pays careful attention to those laws and regulations, it may be possible that the Group discovers a legal or social liability for the environment, regardless of whether it is at fault or not, in past, present or future business activi- ties. It may also be possible that, in future, the Group will be more strongly required to remove environmental hazards, including toxic substances, or to further reduce emissions of greenhouse gases, as a result of the introduction of more demanding environmental regulations or in accordance with societal requirements. (20) Parent company’s guarantee When the Group’s US subsidiaries, such as Westinghouse Electric Company, LLC or Toshiba International Corporation, accept orders for large projects, the Company, as the parent company, may provides guarantees regarding contracts, etc. Upon the request of the customers, these parent company’s guarantees are required in accordance with ordinary business practice and are provided under the ordinary course of business to fulfill ordinary contractual obligations. However, should the relevant subsidiaries fail to fulfill con- tractual obligations, the Company may be obliged to bear any resulting compensation, resulting in a loss. (21) Employee retirement benefit costs and obligations The amount of the Group’s employee retirement benefit costs and obligations are calculated on assumptions used in the rele- vant actuarial calculations. Those assumptions may change due to adverse economic or other factors, or planned returns on assets may be lower than anticipated. (22) Financing environment The Group has substantial amounts of interest-bearing debt for financing that is highly susceptible to the market environ- ment, including interest rate movements and fund supply and demand. Changes in these factors may have an adverse effect on the Group’s funding activities. Consolidated Balance Sheets Toshiba Corporation and Subsidiaries As of March 31, 2008 and 2007 Assets Current assets: Cash and cash equivalents Notes and accounts receivable, trade: Notes (Note 5) Accounts (Note 5) Allowance for doubtful notes and accounts Inventories (Note 6) Deferred tax assets (Note 16) Other receivables Prepaid expenses and other current assets Total current assets Long-term receivables and investments: Long-term receivables (Note 5) Investments in and advances to affiliates (Note 7) Marketable securities and other investments (Note 4) Total long-term receivables and investments Property, plant and equipment (Notes 9, 15 and 20): Land Buildings Machinery and equipment Construction in progress Less—Accumulated depreciation Total property, plant and equipment Goodwill and other intangible assets (Note 8) Deferred tax assets (Note 16) Other assets Total assets The accompanying notes are an integral part of these statements.. Millions of yen 2008 2007 Thousands of U.S. dollars (Note 3) 2008 ¥ 248,649 ¥ 309,312 $ 2,486,490 80,312 1,253,108 (21,417) 851,452 148,531 166,622 202,125 2,929,382 7,423 321,166 264,149 592,738 128,210 1,160,549 2,598,042 215,937 4,102,738 (2,770,560) 1,332,178 653,910 285,757 141,672 106,395 1,295,808 (30,599) 801,513 138,714 164,894 205,170 2,991,207 19,329 240,249 250,536 510,114 156,445 1,146,350 2,594,284 104,612 4,001,691 (2,681,489) 1,320,202 746,720 211,336 152,383 803,120 12,531,080 (214,170) 8,514,520 1,485,310 1,666,220 2,021,250 29,293,820 74,230 3,211,660 2,641,490 5,927,380 1,282,100 11,605,490 25,980,420 2,159,370 41,027,380 (27,705,600) 13,321,780 6,539,100 2,857,570 1,416,720 ¥5,935,637 ¥ 5,931,962 $59,356,370 14 15 Consolidated Balance Sheets Toshiba Corporation and Subsidiaries As of March 31, 2008 and 2007 Liabilities and shareholders’ equity Current liabilities: Short-term borrowings (Note 9) Current portion of long-term debt (Notes 9 and 19) Notes payable, trade Accounts payable, trade Accounts payable, other and accrued expenses (Note 24) Accrued income and other taxes Advance payments received Other current liabilities (Notes 16 and 22) Total current liabilities Long-term liabilities: Long-term debt (Notes 9, 10 and 19) Accrued pension and severance costs (Note 11) Other liabilities (Note 16) Total long-term liabilities Millions of yen 2008 2007 ¥ 257,831 262,422 55,870 1,168,389 516,046 89,763 248,280 387,386 2,985,987 ¥ 71,626 130,703 59,592 1,305,639 508,888 77,625 229,635 427,583 2,811,291 Thousands of U.S. dollars (Note 3) 2008 $ 2,578,310 2,624,220 558,700 11,683,890 5,160,460 897,630 2,482,800 3,873,860 29,859,870 740,710 634,589 182,175 1,557,474 956,156 540,216 191,263 1,687,635 7,407,100 6,345,890 1,821,750 15,574,740 Minority interest in consolidated subsidiaries 369,911 324,715 3,699,110 Shareholders’ equity (Notes 10 and 17): Common stock: Authorized—10,000,000,000 shares Issued: 2008—3,237,031,486 shares 2007—3,219,027,165 shares Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock, at cost: 2008—1,442,645 shares 2007—5,537,542 shares Total shareholders’ equity 280,126 — 290,936 774,461 (322,214) (1,044) — 1,022,265 — 274,926 285,765 681,795 (131,228) — (2,937) 1,108,321 2,801,260 — 2,909,360 7,744,610 (3,222,140) (10,440) — 10,222,650 Commitments and contingent liabilities (Notes 21, 22 and 23) Total liabilities and shareholders’ equity ¥5,935,637 ¥ 5,931,962 $59,356,370 Consolidated Statements of Income Toshiba Corporation and Subsidiaries For the years ended March 31, 2008 and 2007 Sales and other income: Net sales Interest and dividends Equity in earnings of affiliates (Note 7) Other income (Notes 4, 5 and 14) Costs and expenses: Cost of sales (Notes 8, 12, 15, 20 and 24) Selling, general and administrative (Notes 8, 12, 13 and 20) Interest Other expense (Notes 4, 5, 14 and 15) Millions of yen 2008 2007 ¥7,668,076 26,865 28,023 212,839 7,935,803 5,759,840 1,670,137 39,827 210,441 7,680,245 ¥ 7,116,350 24,375 27,878 155,270 7,323,873 5,312,179 1,545,807 31,934 135,493 7,025,413 Thousands of U.S. dollars (Note 3) 2008 $76,680,760 268,650 280,230 2,128,390 79,358,030 57,598,400 16,701,370 398,270 2,104,410 76,802,450 Income before income taxes and minority interest 255,558 298,460 2,555,580 Income taxes (Note 16): Current Deferred 102,745 10,635 113,380 88,911 56,444 145,355 1,027,450 106,350 1,133,800 Income before minority interest 142,178 153,105 1,421,780 16 17 Minority interest in income of consolidated subsidiaries 14,765 15,676 147,650 Net income Basic net income per share (Note 18) Diluted net income per share (Note 18) Cash dividends per share (Note 17) The accompanying notes are an integral part of these statements. ¥ 127,413 ¥ 137,429 $ 1,274,130 ¥ ¥ ¥ 39.46 36.59 12.00 Yen ¥ ¥ ¥ 42.76 39.45 11.00 U.S. dollars (Note 3) 0.39 0.37 0.12 $ $ $ Consolidated Statements of Shareholders’ Equity Toshiba Corporation and Subsidiaries For the years ended March 31, 2008 and 2007 Millions of yen Balance at March 31, 2006 Comprehensive income (loss): Common stock Additional paid-in capital ¥ 274,926 ¥ 285,743 ¥ 570,080 Retained earnings ¥ Accumulated other comprehensive loss Treasury stock (126,509) ¥ (2,075) ¥ 1,002,165 Total Net income Other comprehensive income (loss), net of tax (Note 17): Net unrealized gains and losses on securities (Note 4) Foreign currency translation adjustments Minimum pension liability adjustment (Note 11) Net unrealized gains and losses on derivative instruments Comprehensive income Adjustment to initially apply SFAS 158, net of tax (Note 11) Dividends Purchase of treasury stock, net, at cost Balance at March 31, 2007 Comprehensive income (loss): Net income Other comprehensive income (loss), net of tax (Note 17): Net unrealized gains and losses on securities (Note 4) Foreign currency translation adjustments Pension liability adjustment (Note 11) Net unrealized gains and losses on derivative instruments Comprehensive loss Adjustment to initially apply FIN 48 (Note 16) Dividends Conversion of convertible bonds (Note 10) Purchase of treasury stock, net, at cost Balance at March 31, 2008 Balance at March 31, 2007 Comprehensive income (loss): Net income Other comprehensive income (loss), net of tax (Note 17): Net unrealized gains and losses on securities (Note 4) Foreign currency translation adjustments Pension liability adjustment (Note 11) Net unrealized gains and losses on derivative instruments Comprehensive loss Adjustment to initially apply FIN 48 (Note 16) Dividends Conversion of convertible bonds (Note 10) Purchase of treasury stock, net, at cost Balance at March 31, 2008 The accompanying notes are an integral part of these statements. 137,429 23,555 10,081 4,214 412 (42,981) (25,714) 274,926 22 285,765 681,795 (131,228) (862) (2,937) 127,413 (27,340) (95,614) (66,721) 137,429 23,555 10,081 4,214 412 175,691 (42,981) (25,714) (840) 1,108,321 127,413 (27,340) (95,614) (66,721) (1,311) (1,311) (63,573) 5,555 (40,302) 10,400 1,864 ¥ 280,126 ¥ 290,936 ¥ 774,461 ¥ (322,214) ¥ (1,044) ¥ 1,022,265 5,555 (40,302) 5,200 (29) 1,893 5,200 Thousands of U.S. dollars (Note 3) Common stock Additional paid-in capital $2,749,260 $2,857,650 $6,817,950 Retained earnings Accumulated other comprehensive loss Treasury stock Total $ (1,312,280) $ (29,370)$11,083,210 1,274,130 1,274,130 (273,400) (956,140) (667,210) (273,400) (956,140) (667,210) (13,110) (13,110) (635,730) 55,550 (403,020) 104,000 18,640 $2,801,260 $2,909,360 $7,744,610 $ (3,222,140) $(10,440)$10,222,650 55,550 (403,020) 52,000 (290) 52,000 18,930 Consolidated Statements of Cash Flows Toshiba Corporation and Subsidiaries For the years ended March 31, 2008 and 2007 Cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities— Depreciation and amortization Provisions for pension and severance costs, less payments Deferred income tax provision Equity in earnings of affiliates, net of dividends Gain from sales, disposal and impairment of property, plant and equipment, net Gain from sales and impairment of securities and other investments, net Minority interest in income of consolidated subsidiaries (Increase) decrease in notes and accounts receivable, trade Increase in inventories Increase (decrease) in notes and accounts payable, trade Increase in accrued income and other taxes Increase in advance payments received Other Net cash provided by operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment Proceeds from sale of securities Acquisition of property, plant and equipment Purchase of securities (Increase) decrease in investments in affiliates Acquisition of Westinghouse, net of cash acquired Other Net cash used in investing activities Cash flows from financing activities Proceeds from long-term debt Repayment of long-term debt Increase (decrease) in short-term borrowings, net Dividends paid Repurchase of subsidiary common stock Purchase of treasury stock, net Other Net cash provided by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental disclosure of cash flow information Cash paid during the year for— Interest Income taxes Non-cash financing activities— Conversion of convertible bonds The accompanying notes are an integral part of these statements. Millions of yen 2008 2007 Thousands of U.S. dollars (Note 3) 2008 ¥ 127,413 ¥ 137,429 $ 1,274,130 380,160 (19,035) 10,635 (13,340) 292,875 (22,720) 56,444 (12,579) 3,801,600 (190,350) 106,350 (133,400) (127,093) (16,447) (1,270,930) (19,276) 14,765 29,138 (64,688) (115,047) 18,283 47,617 (22,404) 247,128 212,064 2,805 (407,692) (82,898) (41,367) — (5,614) (322,702) 190,524 (283,013) 187,321 (46,406) (715) (1,138) — 46,573 (31,662) (60,663) 309,312 ¥ 248,649 (62,969) 15,676 (51,620) (82,926) 220,619 23,353 29,459 34,880 561,474 112,015 9,586 (376,707) (13,508) 51,044 (461,338) (33,874) (712,782) 467,717 (199,570) (81,305) (30,431) (829) (841) 55 154,796 34,903 38,391 270,921 ¥ 309,312 (192,760) 147,650 291,380 (646,880) (1,150,470) 182,830 476,170 (224,040) 2,471,280 2,120,640 28,050 (4,076,920) (828,980) (413,670) — (56,140) (3,227,020) 1,905,240 (2,830,130) 1,873,210 (464,060) (7,150) (11,380) — 465,730 (316,620) (606,630) 3,093,120 $ 2,486,490 ¥ 40,356 107,431 ¥ 30,892 59,272 $ 403,560 1,074,310 13,260 — 132,600 18 19 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 1. DESCRIPTION OF BUSINESS Toshiba Corporation and its subsidiaries (collectively, the “Company”) are engaged in research and development, manufactur- ing and sales of high-technology electronic and energy products, which span (1)Digital Products, (2)Electronic Devices, (3)Social Infrastructure, (4)Home Appliances, and (5)Others. For the year ended March 31, 2008, sales of Digital Products represented the most significant portion of the Company’s total sales or approximately 36 percent. Social Infrastructure repre- sented approximately 29 percent, Electronic Devices approximately 21 percent, and Home Appliances approximately 9 per- cent of the Company’s total sales. The Company’s products were manufactured and marketed throughout the world with approximately 48 percent of its sales in Japan and the remainder in Asia, North America, Europe and other parts of the world. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PREPARATION OF FINANCIAL STATEMENTS Toshiba Corporation and its domestic subsidiaries maintain their records and prepare their financial statements in accor- dance with accounting principles generally accepted in Japan, and its foreign subsidiaries in conformity with those of the countries of their domicile. Certain adjustments and reclassifications have been incorporated in the accompanying consolidated financial statements to conform with accounting principles generally accepted in the United States. These adjustments were not recorded in the statutory books of account. BASIS OF CONSOLIDATION AND INVESTMENTS IN AFFILIATES The consolidated financial statements of the Company include the accounts of Toshiba Corporation, its majority-owned sub- sidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary under Financial Accounting Standards Board (“FASB”) Interpretation No.46 as revised in December 2003, Consolidation of Variable Interest Entities, an Interpretation of ARB No.51 (“FIN 46R”). All significant intercompany transactions and accounts are eliminated in consolidation. Investments in affiliates in which the ability to exercise significant influence exists are accounted for under the equity method of accounting. The Company eliminates unrealized intercompany profits in determining its equity in the current net earnings (losses) of such companies. USE OF ESTIMATES The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabili- ties, 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 periods. The Company has identified significant areas where it believes assumptions and estimates are particularly critical to the consolidated financial statements. These are determination of impairment on long-lived tangible and intangible assets and goodwill, realization of deferred tax assets, uncertain tax posi- tions, pension accounting assumptions, revenue recognition and other valuation allowances and reserves. Actual results could differ from those estimates. CASH EQUIVALENTS All highly liquid investments with original maturities of 3 months or less at the date of purchase are considered to be cash equivalents. FOREIGN CURRENCY TRANSLATION The assets and liabilities of foreign consolidated subsidiaries and affiliates that operate in a local currency environment are translated into Japanese yen at applicable current exchange rates at year end. Income and expense items are translated at aver- age exchange rates prevailing during the year. The effects of these translation adjustments are included in accumulated other comprehensive income (loss) and reported as a component of shareholders’ equity. Exchange gains and losses resulting from foreign currency transactions and translation of assets and liabilities denominated in foreign currencies are included in other income or other expense in the consolidated statements of income. ALLOWANCE FOR UNCOLLECTIBLE RECEIVABLES An allowance for uncollectible trade receivables is recorded based on a combination of the write-off history, aging analysis, and an evaluation of any specific known troubled accounts. When all collection options are exhausted including legal recourse, the accounts or portions thereof are deemed to be uncollectible and charged against the allowance. MARKETABLE SECURITIES AND OTHER INVESTMENTS The Company classifies all of its marketable securities as available-for-sale which are reported at fair value, with unrealized gains and loss- es included in accumulated other comprehensive income (loss), net of taxes. Other investments without quoted market prices are stated at cost. Realized gains or losses on the sale of securities are based on the average cost of a particular security held at the time of sale. Marketable securities and other investment securities are regularly reviewed for other-than-temporary declines in 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 marketable securities and investment securities for a period of time sufficient to allow for any anticipated recovery in market value. When such a decline exists, the Company recognizes an impairment loss to the extent of such decline. INVENTORIES Raw materials, finished products and work in process for products are stated at the lower of cost or market, cost being deter- mined principally by the average method. Finished products and work in process for contract items are stated at the lower of cost or estimated realizable value, cost being determined by accumulated production costs. In accordance with general industry practice, items with long manufacturing periods are included among inventories even when not realizable within one year. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, including significant renewals and additions, are carried at cost. Depreciation for property, plant and equipment associated with domestic operations has been computed generally by the declining-balance method. Depreciation for property, plant and equipment for foreign subsidiaries has been generally computed using the straight line method. Effective April 1, 2007, Toshiba Corporation and its domestic subsidiaries changed the method of calculating depreciation of machinery, equipment and other fixed assets, from the fixed-percentage-on declining base application to the 250% declin- ing-balance method with estimated residual value reduced to a nominal value. Based on the results of analysis of the revenues associated with the depreciation expenses of machinery, equipment, other assets and the estimated residual value, the Company believes that the 250% declining-balance method, which makes cost allocation of machinery, equipment and other assets, more properly, is preferable. This change in depreciation is a change in accounting estimate effected by a change in accounting principle in accordance with SFAS No.154, Accounting Changes and Error Corrections - a replacement of APB Opinion No.20 and FASB Statement No.3. Therefore, this change in the depreciation method will impact on financial results on and after April 1, 2007. Income before income taxes and minority interest and net income respectively decreased ¥76,519 million ($765,190 thousand) and ¥44,730 million ($447,300 thousand), respectively compared with the figures under the previous method. Basic net income per share and diluted net income per share also declined ¥13.85 ($0.14) and ¥12.84 ($0.13), respectively. The estimated useful lives of the buildings are 3 to 50 years, and those of the machinery and equipment are 2 to 20 years. Maintenance and repairs, including minor renewals and betterments, are expensed as incurred. IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, other than goodwill and intangible assets with indefinite useful lives, are evaluated for impairment using an estimate of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of such asset may not be recoverable. If the estimate of undiscounted cash flow is less than the carrying amount of the asset, an impair- ment loss is recorded based on the fair value of the asset. Fair value is determined primarily by using the anticipated cash flows discounted at a rate commensurate with the risk involved. For assets held for sale, an impairment loss is further increased by costs to sell. Long-lived assets to be disposed of other than by sale are considered held and used until disposed of. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Intangible assets with finite useful lives, consisting primarily of core and current technology and software, are amor- tized using the straight-line method over their respective contractual periods or estimated useful lives. ENVIRONMENTAL LIABILITIES Liabilities for environmental remediation and other environmental costs are accrued when environmental assessments or remedial efforts are probable and the costs can be reasonably estimated, based on current law and existing technologies. Such liabilities are adjust- ed as further information develops or circumstances change. Costs of future obligations are not discounted to their present values. INCOME TAXES The provision for income taxes is computed based on the pre-tax income included in the consolidated statements of income. Deferred income taxes are recorded to reflect the expected future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, and are measured by applying currently enacted tax laws. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the change is enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The company recognizes the financial statement effects of tax positions when they are more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. ACCRUED PENSION AND SEVERANCE COSTS The Company has various retirement benefit plans covering substantially all employees. The unrecognized net obligation existing at initial application of Statement of Financial Accounting Standards (“SFAS”) No. 87, Employers’ Accounting for Pensions, and prior service costs resulting from amendments to the plans are amortized over the average remaining service 20 21 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 period of employees expected to receive benefits. Unrecognized actuarial gains and losses that exceed 10 percent of the greater of the projected benefit obligation or the fair value of plan assets are also amortized over the average remaining service period of employees expected to receive benefits. NET INCOME PER SHARE Basic net income per share (“EPS”) is computed based on the weighted-average number of shares of common stock out- standing during each period. Diluted EPS assumes the dilution that could occur if stock acquisition rights were exercised to issue common stock, unless their inclusion would have an antidilutive effect. REVENUE RECOGNITION Revenue of mass-produced standard products, such as digital products and electronic devices, is recognized when there is persuasive evidence of an arrangement, the product has been delivered, the sales price is fixed or determinable, and collectibil- ity is reasonably assured. Mass-produced standard products are considered delivered to customers once they have been shipped, and the title and risk of loss have transferred. Revenue related to equipment that requires installation, such as social infrastructure business, is recognized when the installation of the equipment is completed, the equipment is accepted by the customer and other specific criteria of the equipment are demonstrated by the Company. Revenue from services, such as maintenance service for plant and other systems, that are priced and sold separately from the equipment is recognized ratable over the contract term or as the services are provided. Revenue under long-term contracts is recorded under the percentage of completion method. To measure the extent of progress toward completion, the Company generally compares the costs incurred to date to estimated total costs to complete based upon the most recent available information. A provision for contract losses is recorded in its entirety when the loss first becomes evident. Revenue from arrangements with multiple elements, which may include any combination of products, equipment, install- ment and maintenance, is allocated to each element based on its relative fair value if such element meets the criteria for treat- ment as a separate unit of accounting as prescribed in the Emerging Issues Task Force Issue 00-21, Revenue Arrangements with Multiple Deliverables. Otherwise, revenue is deferred until the undelivered elements are fulfilled as a single unit of accounting. Revenue from the development of custom software products is recognized when there is persuasive evidence of an arrange- ment, the sales price is fixed or determinable, collectibility is probable, and the software product has been delivered and accepted by the customer. SHIPPING AND HANDLING COSTS The Company includes shipping and handling costs which totaled ¥95,602 million ($956,020 thousand) and ¥90,647 million for the years ended March 31, 2008 and 2007, respectively in selling, general and administrative expenses. DERIVATIVE FINANCIAL INSTRUMENTS The Company uses a variety of derivative financial instruments, which include forward exchange contracts, interest rate swap agreements, currency swap agreements, and currency options for the purpose of currency exchange rate and interest rate risk management. Refer to Note 19 for descriptions of these financial instruments. The Company recognizes all derivative financial instruments, such as forward exchange contracts, interest rate swap agree- ments, currency swap agreements, and currency options in the consolidated financial statements at fair value regardless of the purpose or intent for holding the derivative financial instruments. Changes in the fair value of derivative financial instru- ments are either recognized periodically in income or in shareholders’ equity as a component of accumulated other compre- hensive income (loss) depending on whether the derivative financial instruments qualify for hedge accounting, and if so, whether they qualify as a fair value hedge or a cash flow hedge. Changes in fair value of derivative financial instruments accounted for as fair value hedges are recorded in income along with the portion of the change in the fair value of the hedged item that relates to the hedged risk. Changes in fair value of derivative financial instruments accounted for as cash flow hedges, to the extent they are effective as a hedge, are recorded in accumulated other comprehensive income (loss), net of tax. Changes in the fair value of derivative financial instruments not qualifying as a hedge are reported in income. SALES OF RECEIVABLES The Company enters into transactions to sell certain trade notes receivable and trade accounts receivable. The Company may retain certain interests in these transactions. Gain or loss on the sale of receivables is computed based on the allocated carrying amount of the receivables sold. Retained interests are recorded at the allocated carrying amount of the assets based on their relative fair values at the date of sale. The Company estimates fair value based on the present value of future expect- ed cash flows less credit losses. GUARANTEES The Company recognizes, at the inception of a guarantee, a liability for the fair value of the obligation it has undertaken in issuing guarantees for guarantees issued or modified after December 31, 2002. ASSET RETIREMENT OBLIGATIONS The Company records asset retirement obligations at fair value in the period incurred. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is then depreciated over the life of the asset. The liability increases due to the passage of time based on the time value of money until the obligation is settled. Subsequent to the initial recognition, the liability is adjusted for any revisions to the expected value of the retirement obligation, and for accretion of the liability due to the passage of time. RECENT PRONOUNCEMENTS In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establish- es a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measure- ments. SFAS 157 shall be effective for fiscal years beginning after November 15, 2007, and is required to be adopted by the Company in the fiscal year beginning April 1, 2008. In February 2008, the FASB issued Staff Position No. FAS157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 and No. FAS157-2, Effective Date of FASB Statement No. 157, which partially delay the effective date of SFAS 157 for one year for certain nonfinancial assets and liabilities and remove certain leasing transactions from its scope. The Company is currently evaluating the impact of adoption of SFAS 157. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including, an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007, and is required to be adopted by the Company in the fiscal year beginning April 1, 2008. The Company is currently evaluating the impact of adoption of SFAS 159. In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R establish- es principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired in the business combination or a gain from a bargain purchase. SFAS 141R also requires to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008, and is required to be adopted by the Company in the fiscal year beginning April 1, 2009. The Company is currently evaluating the impact of adoption of SFAS 141R on the Company's financial position and results of operations. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary, and to measure at fair value of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also requires to disclose that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effec- tive for fiscal years beginning on or after December 15, 2008, and is required to be adopted by the Company in the fiscal year begin- ning April 1, 2009. The Company is currently evaluating the impact of adoption of SFAS 160 on the Company’s financial position and results of operations. In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities including (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, and is required to be adopted by the Company in the fiscal year beginning April 1, 2009. The Company is currently evaluating the impact of SFAS 161 on its footnote disclosures related to its combined results of operations and financial condition of the Company. RECLASSIFICATIONS Certain reclassifications to the prior year’s consolidated financial statements and related footnote amounts have been made to conform to the presentation for the current year. 3. U.S. DOLLAR AMOUNTS U.S. dollar amounts are included solely for convenience of readers. These translations should not be construed as a representation that the yen could be converted into U.S. dollars at this rate or any other rates. The amounts shown in U.S. dollars are not intended to be computed in accordance with generally accepted accounting principles in the United States for the translation of foreign currency amounts. The rate of ¥100=U.S.$1, the approximate current rate of exchange at March 31, 2008, has been used throughout for the purpose of presentation of the U.S. dollar amounts in the accompanying consolidated financial statements. 22 23 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 4. MARKETABLE SECURITIES AND OTHER INVESTMENTS The aggregate cost, gross unrealized holding gains and losses, and aggregate fair value for marketable equity securities and debt securities classified as available-for-sale securities by security type at March 31, 2008 and 2007 are as follows: March 31, 2008: Equity securities Debt securities March 31, 2007: Equity securities Debt securities March 31, 2008: Equity securities Debt securities Cost Gross unrealized holding gains Gross unrealized holding losses Fair value Millions of yen ¥ 120,380 3,515 ¥ 123,895 ¥ 60,483 3,533 ¥ 64,016 ¥ 104,205 0 ¥ 104,205 ¥ 141,059 0 ¥ 141,059 ¥ 5,847 0 ¥ 5,847 ¥ 1,353 0 ¥ 1,353 ¥ 218,738 3,515 ¥ 222,253 ¥ 200,189 3,533 ¥ 203,722 Cost Gross unrealized holding gains Gross unrealized holding losses Fair value Thousands of U.S. dollars $ 1,203,800 35,150 $ 1,238,950 $ 1,042,050 0 $ 1,042,050 $ 58,470 0 $ 58,470 $ 2,187,380 35,150 $ 2,222,530 At March 31, 2008, debt securities mainly consisted of corporate debt securities. Contractual maturities of debt securities classified as available-for-sale at March 31, 2008 are as follows: March 31, 2008: Due within one year Due after one year within five years Millions of yen Cost ¥ 0 3,515 ¥ 3,515 Fair value ¥ 0 3,515 ¥ 3,515 Thousands of U.S. dollars Cost $ 0 35,150 $ 35,150 Fair value $ 0 35,150 $ 35,150 The proceeds from sales of available-for-sale securities for the years ended March 31, 2008 and 2007 were ¥175 million ($1,750 thousand) and ¥1,451 million, respectively. The gross realized gains on those sales for the years ended March 31, 2008 and 2007 were ¥49 million ($490 thousand) and ¥615 million, respectively. The gross realized losses on those sales for the years ended March 31, 2008 and 2007 were ¥217 million ($2,170 thousand) and ¥82 million, respectively. Included in other expense are charges of ¥13,379 million ($133,790 thousand) and ¥1,596 million related to other-than- temporary declines in the marketable and non-marketable equity securities for the years ended March 31, 2008 and 2007, respectively. At March 31, 2008, the cost and fair value of available-for-sale securities in an unrealized loss position over 12 consecutive months were not significant. Aggregate cost of non-marketable equity securities accounted for under the cost method totaled ¥41,075 million ($410,750 thousand) and ¥45,741 million at March 31, 2008 and 2007, respectively. At March 31, 2008, investments with an aggregate cost of ¥39,737 million ($397,370 thousand) were not evaluated for impairment because (a)the Company did not estimate the fair values of those investments as it was not practicable to estimate the fair value of the investment and (b)the Company did not identify any events or changes in circumstances that might have had significant adverse effects on the fair values of those investments. 5. SECURITIZATIONS The Company has transferred certain trade notes receivable and trade accounts receivable under several securitization pro- grams. These securitization transactions are accounted for as a sale in accordance with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of FASB Statement 125, because the Company has relinquished control of the receivables. Accordingly, the receivables sold under these facilities are excluded from the accompanying consolidated balance sheets. Upon the sale of receivables, the Company holds subordinated retained interests for certain trade notes receivable and trade accounts receivable. A portion of these receivables, where the Company holds subordinated retained interests, is not taken off the balance sheet and is recorded at their fair value. Such carrying amount is adjusted to reflect the portion that is not expected to be collectible. As of March 31, 2008 and 2007, the fair values of retained interests were ¥40,566 million ($405,660 thousand) and ¥48,204 million, respectively. The Company recognized losses of ¥3,283 million ($32,830 thou- sand) and ¥3,470 million on the securitizations of receivables for the years ended March 31, 2008 and 2007, respectively. Subsequent to sale, the Company retains collection and administrative responsibilities for the receivables. Servicing fees received by the Company approximate the prevailing market rate. Related servicing assets or liabilities are immaterial to the Company’s financial position. The table below summarizes certain cash flows received from and paid to special purpose entities (“SPEs”) on the above securitization transactions. Year ended March 31 Proceeds from new securitizations Servicing fees received Cash flows received on retained interests Purchases of delinquent and foreclosed receivables Millions of yen 2008 ¥956,759 474 168,446 972 2007 ¥1,174,438 567 76,422 564 Thousands of U.S. dollars 2008 $9,567,590 4,740 1,684,460 9,720 At March 31, 2008, the assumed weighted-average life and residual cash flow discount rate used to compute the fair value of retained interests were 0.18 years and 3.64 percent, respectively. Quantitative information about delinquencies, net credit losses, and components of securitized receivables as of and for the years ended March 31, 2008 and 2007 are as follows: 24 25 Accounts receivable Notes receivable Total managed portfolio Securitized receivables Total receivables Accounts receivable Notes receivable Total managed portfolio Securitized receivables Total receivables Total principal amount of receivables March 31 2008 ¥1,475,252 167,567 1,642,819 (301,976) ¥1,340,843 2007 ¥1,537,190 203,682 1,740,872 (319,340) ¥1,421,532 Millions of yen Amount 90 days or more past due Net credit losses Year ended March 31 2008 ¥27,122 51 ¥27,173 2007 ¥24,493 70 ¥24,563 2008 ¥5,102 356 ¥5,458 2007 ¥4,569 356 ¥4,925 Total principal amount of receivables March 31, 2008 Thousands of U.S. dollars Amount 90 days or more past due $14,752,520 1,675,670 16,428,190 (3,019,760) $13,408,430 $271,220 510 $271,730 Net credit losses Year ended March 31, 2008 $51,020 3,560 $54,580 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 6. INVENTORIES Inventories consist of the following: March 31 Finished products Work in process: Long-term contracts Other Raw materials Millions of yen 2008 ¥306,601 94,251 274,739 175,861 ¥851,452 2007 ¥319,982 94,121 243,588 143,822 ¥801,513 Thousands of U.S. dollars 2008 $3,066,010 942,510 2,747,390 1,758,610 $8,514,520 7. INVESTMENTS IN AND ADVANCES TO AFFILIATES The Company’s significant investments in affiliated companies accounted for by the equity method together with the per- centage of the Company’s ownership of voting shares at March 31, 2008 were: Topcon Corporation (35.5%); Toshiba Machine Co., Ltd. (21.4%); Toshiba Finance Corporation (“TFC”) (35.0%); Toshiba Mitsubishi-Electric Industrial Systems Corporation (50.0%); and Semp Toshiba Amazonas S.A. (40.0%). Of the affiliates which were accounted for by the equity method, the investments in common stock of the listed companies were carried at ¥48,596 million ($485,960 thousand) and ¥50,576 million at March 31, 2008 (5 companies) and 2007 (4 com- panies), respectively. The Company’s investments in these companies had market values of ¥60,357 million ($603,570 thou- sand) and ¥141,378 million at March 31, 2008 and 2007, respectively, based on quoted market prices at those dates. Summarized financial information of the affiliates accounted for by the equity method is shown below: March 31 Current assets Other assets including property, plant and equipment Total assets Current liabilities Long-term liabilities Shareholders’ equity Total liabilities and shareholders’ equity Year ended March 31 Sales Net income Millions of yen 2008 ¥1,288,502 1,077,066 ¥2,365,568 ¥1,181,753 575,440 608,375 ¥2,365,568 2007 ¥1,266,067 953,224 ¥2,219,291 ¥1,158,622 466,049 594,620 ¥2,219,291 Millions of yen 2008 ¥2,220,466 71,407 2007 ¥1,783,737 29,503 Thousands of U.S. dollars 2008 $12,885,020 10,770,660 $23,655,680 $11,817,530 5,754,400 6,083,750 $23,655,680 Thousands of U.S. dollars 2008 $22,204,660 714,070 A summary of transactions and balances with the affiliates accounted for by the equity method is presented below: Year ended March 31 Sales Purchases Dividends Millions of yen 2008 ¥190,154 184,823 13,977 2007 ¥154,836 131,066 18,036 Thousands of U.S. dollars 2008 $1,901,540 1,848,230 139,770 March 31 Notes and accounts receivable, trade Other receivables Long-term loans receivable Notes and accounts payable, trade Other payables Capital lease obligations Millions of yen 2008 ¥ 40,649 13,005 76,250 128,205 38,869 42,371 2007 ¥ 46,642 16,875 12,550 182,748 53,388 39,999 Thousands of U.S. dollars 2008 $ 406,490 130,050 762,500 1,282,050 388,690 423,710 8. GOODWILL AND OTHER INTANGIBLE ASSETS The Company tested goodwill for impairment under SFAS No.142, Goodwill and Other Intangible Assets, applying a fair value- based test and has concluded that there was no impairment as of March 31, 2008 and 2007. The components of acquired intangible assets excluding goodwill at March 31, 2008 and 2007 are as follows: March 31, 2008 Other intangible assets subject to amortization: Software Technical license fees Core and current technology Other Total Other intangible assets not subject to amortization: Brand name Other Total March 31, 2007 Other intangible assets subject to amortization: Software Technical license fees Core and current technology Other Total Other intangible assets not subject to amortization: Brand name Other Total Gross carrying amount ¥ 164,152 57,154 144,374 70,172 ¥ 435,852 Gross carrying amount ¥ 163,344 83,499 172,162 59,452 ¥ 478,457 Millions of yen Accumulated amortization ¥102,561 23,123 9,760 28,089 ¥163,533 Millions of yen Accumulated amortization ¥ 102,599 33,423 3,801 14,950 ¥ 154,773 26 27 Net carrying amount ¥ 61,591 34,031 134,614 42,083 272,319 42,080 10,959 53,039 ¥325,358 Net carrying amount ¥ 60,745 50,076 168,361 44,502 323,684 49,581 4,918 54,499 ¥ 378,183 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 March 31, 2008 Other intangible assets subject to amortization: Software Technical license fees Core and current technology Other Total Other intangible assets not subject to amortization: Brand name Other Total Gross carrying amount $1,641,520 571,540 1,443,740 701,720 $4,358,520 Thousands of U.S. dollars Accumulated amortization Net carrying amount $1,025,610 231,230 97,600 280,890 $1,635,330 $ 615,910 340,310 1,346,140 420,830 2,723,190 420,800 109,590 530,390 $ 3,253,580 Intangible assets acquired during the year ended March 31, 2008 primarily consisted of software of ¥23,829 million ($238,290 thousand) and goodwill of ¥11,011 million ($110,110 thousand). The weighted-average amortization period of software for the year ended March 31, 2008 was approximately 5.0 years. The weighted-average amortization periods for other intangible assets were approximately 10.3 years and 15.2 years for the years ended March 31, 2008 and 2007, respectively. Amortization expenses of other intangible assets subject to amortiza- tion for the years ended March 31, 2008 and 2007 were ¥44,436 million ($444,360 thousand) and ¥42,376 million, respec- tively. The future amortization expense for each of the next 5 years relating to intangible assets currently recorded in the con- solidated balance sheets at March 31, 2008 is estimated as follows: Year ending March 31 2009 2010 2011 2012 2013 Millions of yen ¥39,590 33,021 27,982 21,537 15,568 Thousands of U.S. dollars $395,900 330,210 279,820 215,370 155,680 Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. The changes in the carrying amount of goodwill for the years ended March 31, 2008 and 2007 are as follows: Year ended March 31 Balance at beginning of year Goodwill acquired during the year Price adjustment and purchase price allocation Foreign currency translation adjustments Balance at end of year Millions of yen 2008 ¥368,537 11,011 1,277 (52,273) ¥328,552 2007 ¥ 24,191 350,785 — (6,439) ¥368,537 Thousands of U.S. dollars 2008 $3,685,370 110,110 12,770 (522,730) $3,285,520 9. SHORT-TERM BORROWINGS AND LONG-TERM DEBT Short-term borrowings at March 31, 2008 and 2007 consist of the following: March 31 Loans, principally from banks, including bank overdrafts, with weighted-average interest rate of 2.68% at March 31, 2008 and 4.37% at March 31, 2007: Secured Unsecured Commercial paper with weighted-average interest rate of 0.69% at March 31, 2008 Euro yen medium-term notes of a subsidiary, with weighted-average interest rate of 0.97% at March 31, 2008 and 0.60% at March 31, 2007 Euro Hong Kong dollar medium-term note of a subsidiary, with interest rate of 5.00% at March 31, 2007 Millions of yen 2008 2007 Thousands of U.S. dollars 2008 ¥ 29 113,529 132,000 ¥ — 53,532 $ 290 1,135,290 — 1,320,000 12,273 14,945 122,730 — ¥ 257,831 3,149 ¥ 71,626 — $ 2,578,310 Substantially all of the short-term borrowings are with banks which have written basic agreements with the Company to the effect that, with respect to all present or future loans with such banks, the Company shall provide collateral (including sums on deposit with such banks) or guarantors immediately upon the bank’s request and that any collateral furnished pursuant to such agreements or otherwise will be applicable to all indebtedness to such banks. At March 31, 2008, the Company had unused committed lines of credit from short-term financing arrangements aggregat- ing ¥347,219 million ($3,472,190 thousand), of which ¥10,019 million ($100,190 thousand) was in support of the Company’s commercial paper. The lines of credit expire on various dates from April 2008 through March 2009. Under the agreements, the Company is required to pay commitment fees ranging from 0.080 percent to 0.550 percent on the unused portion of the lines of credit. 28 29 Long-term debt at March 31, 2008 and 2007 consist of the following: March 31 Loans, principally from banks and insurance companies, due 2008 to 2029 with weighted-average interest rate of 1.29% at March 31, 2008 and due 2007 to 2029 with weighted-average interest rate of 1.18% at March 31, 2007: Secured Unsecured Unsecured yen bonds, due 2008 to 2016 with interest ranging from 1.08% to 2.300% at March 31, 2008 and due 2007 to 2016 with interest ranging from 1.08% to 3.025% at March 31, 2007 Zero Coupon Convertible Bonds with stock acquisition rights: Due 2009 convertible currently at ¥587 per share Due 2011 convertible currently at ¥542 per share Euro yen medium-term notes, due 2008 with interest rate of 2.34% at March 31, 2008 and due 2007 to 2008 with interest ranging from 0.78% to 2.34% at March 31, 2007 Euro yen medium-term notes of subsidiaries, due 2008 to 2015 with interest ranging from 0.77% to 2.60% at March 31, 2008 and due 2007 to 2015 with interest ranging from 0.61% to 2.60% at March 31, 2007 Euro medium-term note of a subsidiary, due 2008 with interest rate of 4.41% at March 31, 2008 Capital lease obligations Less-Portion due within one year Millions of yen 2008 2007 Thousands of U.S. dollars 2008 ¥ 4,268 532,352 ¥ 5,102 525,815 $ 42,680 5,323,520 213,307 290,934 2,133,070 41,430 95,310 50,000 100,000 414,300 953,100 1,000 3,000 10,000 58,881 69,301 588,810 7,938 48,646 1,003,132 (262,422) ¥ 740,710 — 42,707 1,086,859 (130,703) ¥ 956,156 79,380 486,460 10,031,320 (2,624,220) $ 7,407,100 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 Certain of the secured loan agreements contain provisions, which permit the lenders to require additional collateral. Substantially all of the unsecured loan agreements permit the lenders to require collateral or guarantees for such loans. Certain of the secured and unsecured loan agreements may require prior approval by the banks and trustees before any distri- butions (including cash dividends) may be made from current or retained earnings. Assets pledged as collateral for long-term debt at March 31, 2008 were property, plant and equipment with a book value of ¥11,749 million ($117,490 thousand). The aggregate annual maturities of long-term debt, excluding those of capital lease obligations are as follows: Year ending March 31 2009 2010 2011 2012 2013 Thereafter Millions of yen ¥246,675 227,674 177,452 116,731 126,051 59,903 ¥954,486 Thousands of U.S. dollars $2,466,750 2,276,740 1,774,520 1,167,310 1,260,510 599,030 $9,544,860 10. ISSUANCE OF CONVERTIBLE BOND In July, 2004, Toshiba Corporation issued ¥50,000 million Zero Coupon Convertible Bonds due 2009 (the “2009 Bonds”) and ¥100,000 million Zero Coupon Convertible Bonds due 2011 (the “2011 Bonds”). The bonds include stock acquisition rights which entitle bondholders to acquire common stock under certain circum- stances, and are exercisable on and after August 4, 2004 up to, and including, July 7, 2009 (in the case of the 2009 Bonds) and up to, and including, July 7, 2011 (in the case of the 2011 Bonds). The initial conversion prices are ¥587 per share (in the case of the 2009 Bonds) and ¥542 (in the case of the 2011 Bonds), subject to adjustment for certain events such as a stock split, consolidation of stock or issuance of stock at a consideration per share which is less than the current market price. (Conditions allowing exercise of stock acquisition rights) The period prior to (but not including) July 21, 2008 (in the case of the 2009 Bonds) or July 21, 2010 (in the case of the 2011 Bonds) In the case that as of the last trading day of any calendar quarter, the closing price of the shares for any 20 trading days in a period of 30 consecutive trading days ending on the last trading day of such quarter is more than 120% of the conversion price in effect on each such trading day. The period on or after July 21, 2008 (in the case of the 2009 Bonds) or July 21, 2010 (in the case of the 2011 Bonds) At any time after the closing price of the shares on at least one trading day is more than 120% of the conversion price in effect on each such trading day. The 2009 Bonds and the 2011 Bonds were converted into 14,599,654 shares and 8,653,128 shares of common stock for the year ended March 31, 2008. In accordance with the Corporation Law of Japan, the issuance of common stock in connection with the conversion of convertible bonds is accounted for by crediting one-half or more of the conversion price to the com- mon stock and the remainder to the additional paid-in capital. The additional 70,579,221 shares and 175,848,717 shares relating to the potential conversion of the 2009 Bonds and the 2011 Bonds were included in the diluted net income per share calculations for the year ended March 31, 2008 and 2007. 11. ACCRUED PENSION AND SEVERANCE COSTS All employees who retire or are terminated are usually entitled to lump-sum severance indemnities or pension benefits deter- mined by reference to service credits allocated to employees each year according to the regulation of retirement benefit, length of service and conditions under which their employment terminates. The obligation for the severance indemnity bene- fit is provided for through accruals and funding of the defined benefit corporate pension plan. Certain subsidiaries in Japan have tax-qualified non-contributory pension plans which cover all or a part of the indemnities payable to qualified employees at the time of termination. The funding policy for the plans is to contribute amounts required to maintain sufficient plan assets to provide for accrued benefits, subject to the limitation on deductibility imposed by Japanese income tax laws. The Company uses a March 31 measurement date for the majority of its plans. On March 31, 2007, the Company adopted SFAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R) (“SFAS 158”). SFAS 158 required the Company to recog- nize the funded status (i.e., the difference between the fair value of plan assets and the benefit obligations) of its pension plan in the March 31, 2007 statement of financial position, with a corresponding adjustment to accumulated other comprehensive income (loss), net of tax. The adjustment to accumulated other comprehensive income (loss) at adoption represents the net unrecognized actuarial losses, unrecognized prior service costs, and unrecognized transition obligation remaining from the initial adoption of SFAS 87, all of which were previously accounted for pursuant to the provisions of SFAS 87. These amounts will be subsequently recognized as net periodic pension cost pursuant to the Company’s historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic pension cost in the same periods will be recognized a component of other comprehensive income. Those amounts will be subsequently recognized as a component of net periodic pension cost on the same basis as the amounts recognized in accumulated other comprehensive income (loss) at adoption of SFAS 158. The changes in the benefit obligation and plan assets for the years ended March 31, 2008 and 2007 and the funded status at March 31, 2008 and 2007 are as follows: March 31 Change in benefit obligation: Benefit obligation at beginning of year Service cost Interest cost Plan participants’ contributions Plan amendments Actuarial loss (gain) Benefits paid Acquisitions and divestitures Foreign currency exchange impact Benefit obligation at end of year Change in plan assets: Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Plan participants’ contributions Benefits paid Acquisitions and divestitures Foreign currency exchange impact Fair value of plan assets at end of year Funded status Millions of yen 2008 2007 ¥1,453,820 53,038 38,190 4,221 9,760 (10,001) (70,710) — (14,983) ¥1,463,335 ¥ 911,649 (93,882) 60,918 4,221 (43,454) — (10,995) ¥ 828,457 ¥ (634,878) ¥ 1,349,768 48,651 33,983 2,659 15,179 3,348 (63,454) 61,900 1,786 ¥ 1,453,820 ¥ 811,301 34,113 62,925 2,659 (35,819) 34,891 1,579 ¥ 911,649 ¥ (542,171) Amounts recognized in the consolidated balance sheet at March 31, 2008 and 2007 are as follows: March 31 Other assets Other current liabilities Accrued pension and severance costs Millions of yen 2008 ¥ 1,042 (1,331) (634,589) ¥ (634,878) 2007 ¥ — (1,955) (540,216) ¥ (542,171) 30 31 Thousands of U.S. dollars 2008 $ 14,538,200 530,380 381,900 42,210 97,600 (100,010) (707,100) — (149,830) $ 14,633,350 $ 9,116,490 (938,820) 609,180 42,210 (434,540) — (109,950) $ 8,284,570 $ (6,348,780) Thousands of U.S. dollars 2008 $ 10,420 (13,310) (6,345,890) $ (6,348,780) Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 Amounts recognized in accumulated other comprehensive loss at March 31, 2008 and 2007 are as follows: March 31 Unrecognized actuarial loss Unrecognized prior service cost Millions of yen 2008 ¥475,515 (28,179) ¥447,336 2007 ¥375,994 (40,619) ¥335,375 Thousands of U.S. dollars 2008 $4,755,150 (281,790) $4,473,360 The accumulated benefit obligation at March 31, 2008 and 2007 are as follows: March 31 Accumulated benefit obligation Millions of yen 2008 ¥1,377,086 2007 ¥1,370,898 Thousands of U.S. dollars 2008 $13,770,860 The components of the net periodic pension and severance cost for the years ended March 31, 2008 and 2007 are as follows: Year ended March 31 Service cost — benefits earned during the year Interest cost on projected benefit obligation Expected return on plan assets Amortization of prior service cost Recognized actuarial loss Net periodic pension and severance cost Millions of yen 2008 ¥ 53,038 38,190 (34,323) (2,803) 16,089 ¥ 70,191 2007 ¥ 48,651 33,983 (27,590) (3,766) 17,981 ¥ 69,259 Thousands of U.S. dollars 2008 $ 530,380 381,900 (343,230) (28,030) 160,890 $ 701,910 Other changes in plan assets and benefit obligation recognized in the other comprehensive loss for the year ended March 31, 2008 are as follows: Year ended March 31 Current year actuarial loss Recognized actuarial loss Prior service cost due to plan amendments Amortization of prior service cost Millions of yen 2008 ¥118,204 (16,089) 9,760 2,803 ¥114,678 Thousands of U.S. dollars 2008 $ 1,182,040 (160,890) 97,600 28,030 $ 1,146,780 The estimated prior service cost and actuarial loss that will be amortized from accumulated other comprehensive loss into net periodic pension and severance cost over the next year are summarized as follows: Year ending March 31 Prior service cost Actuarial loss Millions of yen 2009 ¥ (2,115) 21,844 Thousands of U.S. dollars 2009 $ (21,150) 218,440 The Company expects to contribute ¥58,415 million ($584,150 thousand) to its defined benefit plans in the year ending March 31, 2009. The following benefit payments are expected to be paid: Year ending March 31 2009 2010 2011 2012 2013 2014 - 2018 Millions of yen ¥ 69,341 73,477 74,767 83,247 82,147 424,780 Thousands of U.S. dollars $ 693,410 734,770 747,670 832,470 821,470 4,247,800 Weighted-average assumptions used to determine benefit obligations as of March 31, 2008 and 2007 and net periodic pen- sion and severance cost for the years then ended are as follows: March 31 Discount rate Rate of compensation increase Year ended March 31 Discount rate Expected long-term rate of return on plan assets Rate of compensation increase 2008 2.8% 3.0% 2008 2.5% 3.9% 3.0% 2007 2.5% 3.0% 2007 2.5% 4.0% 3.0% The Company determines the expected long-term rate of return in consideration of the target allocation of the plan assets, the current expectation of long-term returns on the assets and actual returns on plan assets. The Company’s pension and severance plan asset allocations at March 31, 2008 and 2007, by asset category are as follows: March 31 Asset category : Equity securities Debt securities Life insurance company general accounts Other Total 2008 50% 31% 2% 17% 100% 2007 55% 27% 2% 16% 100% 32 33 The other category includes hedge funds and real estate. The Company’s investment policies and strategies are to assure adequate plan assets to provide for future payments of pension and severance benefits to participants, with reasonable risks. The Company designs the basic target allocation of the plan assets to mirror the best portfolio based on estimation of mid-term and long-term return on the investments. The Company periodically reviews the actual return on the investments and adjusts the portfolio to achieve the assumed long- term rate of return on the investments. The Company targets its investments in equity securities at 40 percent or more of total investments, and investments in equity and debt securities at 75 percent or more of total investments. Certain of the Company’s subsidiaries provide certain health care and life insurance benefits to retired employees. Such benefits have no material impact on the consolidated financial statements of the Company. 12. RESEARCH AND DEVELOPMENT COSTS Research and development costs are expensed as incurred and amounted to ¥393,293 million ($3,932,930 thousand) and ¥393,987 million for the years ended March 31, 2008 and 2007, respectively. 13. ADVERTISING COSTS Advertising costs are expensed as incurred. Advertising costs amounted to ¥53,201 million ($532,010 thousand) and ¥49,230 million for the years ended March 31, 2008 and 2007, respectively. 14. OTHER INCOMES AND OTHER EXPENSE FOREIGN EXCHANGE GAINS AND LOSSES For the years ended March 31, 2008 and 2007, the net foreign exchange impacts were ¥16,861 million ($168,610 thousand) loss and ¥14,639 million gain, respectively. GAINS ON SALES OF SECURITIES The gains on sales of securities for the years ended March 31, 2008 and 2007 were ¥33,953 million ($339,530 thousand) and ¥63,074 million, respectively. For the year ended March 31, 2008, the gains on sales of securities were related mainly to Toshiba-EMI Limited and Toshiba Machine Co., Ltd.. For the year ended March 31, 2007, the gains on sales of securities were related mainly to GE Toshiba Silicones Co., Ltd. and Toshiba Ceramics Co., Ltd.. Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 GAINS AND LOSSES ON SALES OR DISPOSAL OF FIXED ASSETS For the years ended March 31, 2008 and 2007, the sale and disposal of fixed assets resulted in net gains of ¥132,725 million ($1,327,250 thousand) and ¥25,062 million, respectively. Gains on sales of fixed assets were ¥144,716 million ($1,447,160 thousand), and losses on disposal of fixed assets were ¥11,991 million ($119,910 thousand) for the year ended March 31, 2008. The gains on sales of fixed assets were related mainly to the Ginza Toshiba Building and the land sale. Gains on sales of fixed assets were ¥40,137 million, and losses on disposal of fixed assets were ¥15,075 million for the year ended March 31, 2007. WITHDRAWAL FROM HD DVD BUSINESS In response to the major changes observed in the business environment since the beginning of 2008, the Company decided to withdraw from the HD DVD business after conducting an overall assessment of the future business strategy. The Company will continue market conventional DVD players and recorders, and accordingly there was no separate financial reporting for the HD DVD business. The Company anticipates that substantially all of the liabilities associated with the withdrawal from HD DVD business were paid during the year ended March 31, 2008. The major type of costs associated with the withdrawal from HD DVD business for the year ended March 31, 2008 are as follows: Year ended March 31 Impairment losses of fixed assets Impairment losses of other long-lived assets Losses on disposal or write-off of inventories Other Total Millions of yen 2008 ¥ 5,094 11,614 25,112 6,508 ¥48,328 Thousands of U.S. dollars 2008 $ 50,940 116,140 251,120 65,080 $483,280 CHANGE IN THE METHOD OF DEPRECIATION Effective April 1, 2007, Toshiba Corporation and its domestic subsidiaries changed the method of calculating depreciation of machinery, equipment and other fixed assets, from the fixed-percentage-on declining base application to the 250% declining- balance method with estimated residual value reduced to a nominal value. For the year ended March 31, 2008, ¥46,648 million ($466,480 thousand), the part of the effect, is included under other expense. 15. IMPAIRMENT OF LONG-LIVED ASSETS The Company recorded impairment charges of ¥16,959 million ($169,590 thousand) related primarily to the costs associated with the withdrawal from HD DVD business for the year ended March 31, 2008, and ¥8,616 million related primarily to the manufacturing facilities of the Digital Products division for the year ended March 31, 2007. For the years ended March 31, 2008 and 2007, these impairment charges related to HD DVD are included mainly under other expense, and the other impairment charges are included in cost of sales in the accompanying consolidated statements of income. 16. INCOME TAXES The Company is subject to a number of different income taxes which, in the aggregate, result in an effective statutory tax rate in Japan of approximately 40.7 percent for the years ended March 31, 2008 and 2007. A reconciliation between the reported income tax expense and the amount computed by multiplying the income before income taxes and minority interest by the applicable statutory tax rate is as follows: Year ended March 31 Expected income tax expense Increase (decrease) in taxes resulting from: Tax credits Non-deductible expenses for tax purposes Dividends Net changes in valuation allowance Effect of income tax rate change Other Income tax expense Millions of yen 2008 ¥ 104,012 (15,209) 3,274 8,877 19,241 (2,376) (4,439) ¥ 113,380 2007 ¥121,473 (14,883) 3,121 12,758 17,100 — 5,786 ¥145,355 Thousands of U.S. dollars 2008 $ 1,040,120 (152,090) 32,740 88,770 192,410 (23,760) (44,390) $ 1,133,800 The significant components of deferred tax assets and deferred tax liabilities as of March 31, 2008 and 2007 are as follows: March 31 Gross deferred tax assets: Inventories Accrued pension and severance costs Tax loss carryforwards Pension liability adjustment Accrued expenses Depreciation and amortization Other Valuation allowance for deferred tax assets Deferred tax assets March 31 Gross deferred tax liabilities: Property, plant and equipment Unrealized gains on securities Gain on securities contributed to employee retirement benefit trusts Undistributed earnings of foreign subsidiaries and affiliates Assets acquired in business combinations Other Deferred tax liabilities Net deferred tax assets Millions of yen 2008 2007 ¥ 33,104 106,125 108,324 183,240 122,014 62,807 96,251 711,865 (113,869) ¥ 597,996 ¥ 22,856 113,229 104,038 134,556 135,958 47,521 91,321 649,479 (97,843) ¥ 551,636 Millions of yen 2008 2007 ¥ (38,175) (36,827) (17,381) (61,688) (76,118) (14,240) (244,429) ¥ 353,567 ¥ (60,287) (56,289) (17,381) (58,646) (81,739) (15,127) (289,469) ¥ 262,167 Thousands of U.S. dollars 2008 $ 331,040 1,061,250 1,083,240 1,832,400 1,220,140 628,070 962,510 7,118,650 (1,138,690) $ 5,979,960 Thousands of U.S. dollars 2008 $ (381,750) (368,270) (173,810) (616,880) (761,180) (142,400) (2,444,290) $ 3,535,670 34 35 Deferred tax liabilities included in other current liabilities and other liabilities at March 31, 2008 and 2007 were ¥80,721 mil- lion ($807,210 thousand) and ¥87,883 million, respectively. The net changes in the total valuation allowance for the years ended March 31, 2008 and 2007 were an increase of ¥16,026 million ($160,260 thousand) and an increase of ¥16,896 million, respectively. The Company’s tax loss carryforwards for each of the corporate and local taxes at March 31, 2008 amounted to ¥209,139 million ($2,091,390 thousand) and ¥304,208 million ($3,042,080 thousand), respectively, the majority of which will expire during the period from 2009 through 2015. The Company utilized tax loss carryforwards of ¥19,825 million ($198,250 thou- sand) and ¥8,598 million ($85,980 thousand) to reduce current corporate and local taxes, respectively, during the year ended March 31, 2008. Realization of tax loss carryforwards and other deferred tax assets is dependent on the Company generating sufficient tax- able income prior to their expiration or the Company exercising certain available tax strategies. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets, less the valuation allowance, will be realized. The amount of such net deferred tax assets considered realizable, however, could be reduced in the near term if esti- mates of future taxable income during the carryforward period are reduced. The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 (“FIN 48”) effective April 1, 2007. As a result of implementing FIN 48, the Company identified unrecog- nized tax benefits of ¥7,906 million ($79,060 thousand) as of April 1, 2007, and made a cumulative-effect adjustment of ¥5,555 million ($55,550 thousand) to retained earnings. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income taxes in the consol- idated statements of income. Both interest and penalties accrued as of March 31, 2008 and interest and penalties included in income taxes for the year ended March 31, 2008 are not material. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 Balance at April 1, 2007 Additions for tax positions of the current year Reductions for tax positions of prior years Lapse of statute of limitations or closed audits Foreign currency translation adjustments Balance at March 31, 2008 Millions of yen ¥ 7,906 542 (2,009) (313) (1,023) ¥ 5,103 Thousands of U.S. dollars $ 79,060 5,420 (20,090) (3,130) (10,230) $ 51,030 Total amount of unrecognized tax benefits that would reduce the effective tax rate, if recognized, is ¥1,148 million ($11,480 thousand). The Company believes its estimates and assumptions of unrecognized tax benefits are reasonable and based on each of the items of which the Company is aware at March 31, 2008, no significant changes to the unrecognized tax benefits are expected within the next twelve months. The Company files income tax returns in Japan and various foreign tax jurisdictions. In Japan, the Company is no longer subject to regular income tax examinations by the tax authority for years before the fiscal year ended March 31, 2006 with few exceptions. In other major foreign tax jurisdictions, the Company is no longer subject to regular income tax examinations by tax authorities for years before the fiscal year ended March 31, 2002 with few exceptions. 17. SHAREHOLDERS’ EQUITY RETAINED EARNINGS Retained earnings at March 31, 2008 and 2007 included a legal reserve of ¥20,042 million ($200,420 thousand) and ¥17,921 million, respectively. The Corporation Law of Japan provides that an amount equal to 10% of distributions from retained earnings paid by Toshiba Corporation and its Japanese subsidiaries be appropriated as a legal reserve. No further appropria- tions are required when the total amount of the additional paid-in capital and the legal reserve equals 25% of their respective stated capital. The Corporation Law of Japan also provides that additional paid-in capital and legal reserve are available for appropriations by the resolution of the stockholders. The amount of retained earnings available for dividends is based on Toshiba Corporation’s retained earnings determined in accordance with generally accepted accounting principles in Japan and the Corporation Law of Japan. Retained earnings at March 31, 2008 do not reflect current year-end dividends of ¥19,414 million ($194,140 thousand) which will be paid from June 2, 2008. Retained earnings at March 31, 2008 included the Company’s equity in undistributed earnings of affiliated companies accounted for by the equity method in the amount of ¥59,982 million ($599,820 thousand). ACCUMULATED OTHER COMPREHENSIVE LOSS An analysis of the changes in accumulated other comprehensive loss, net of tax, for the years ended March 31, 2008 and 2007 are shown below: March 31 Net unrealized gains and losses on securities: Balance at beginning of year Current year change Balance at end of year Foreign currency translation adjustments: Balance at beginning of year Current year change Balance at end of year Pension liability adjustments: Balance at beginning of year Current year change Adjustment to initially apply SFAS 158 Balance at end of year Minimum pension liability adjustments: Balance at beginning of year Current year change Adjustment to initially apply SFAS 158 Balance at end of year Net unrealized gains and losses on derivative instruments: Balance at beginning of year Current year change Balance at end of year Total accumulated other comprehensive loss: Balance at beginning of year Current year change Adjustment to initially apply SFAS 158 Balance at end of year Millions of yen 2008 2007 ¥ ¥ 80,801 (27,340) 53,461 ¥ (21,938) (95,614) ¥ (117,552) ¥ (190,118) (66,721) — ¥ (256,839) ¥ ¥ ¥ ¥ — — — — 27 (1,311) (1,284) ¥ (131,228) (190,986) — ¥ (322,214) ¥ ¥ 57,246 23,555 80,801 ¥ (32,019) 10,081 ¥ (21,938) ¥ — — (190,118) ¥ (190,118) ¥ (151,351) 4,214 147,137 — ¥ ¥ ¥ (385) 412 27 ¥ (126,509) 38,262 (42,981) ¥ (131,228) Thousands of U.S. dollars 2008 $ $ 808,010 (273,400) 534,610 $ (219,380) (956,140) $ (1,175,520) $ (1,901,180) (667,210) — $ (2,568,390) $ $ $ $ — — — — 270 (13,110) (12,840) $ (1,312,280) (1,909,860) — $ (3,222,140) 36 37 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 Tax effects allocated to each component of other comprehensive income (loss) for the years ended March 31, 2008 and 2007 are shown below: Pre-tax amount Millions of yen Tax benefit (expense) Net-of-tax amount For the year ended March 31, 2008: Net unrealized gains and losses on securities: Unrealized holding losses arising during year Less: reclassification adjustment for losses included in net income ¥ (59,136) 13,018 ¥ 24,076 (5,298) ¥ (35,060) 7,720 Foreign currency translation adjustments: Currency translation adjustments arising during year Less: reclassification adjustment for losses included in net income Pension liability adjustments: Pension liability adjustments arising during year Less: reclassification adjustment for losses included in net income Net unrealized gains and losses on derivative instruments: Unrealized losses arising during year Less: reclassification adjustment for losses included in net income Other comprehensive income (loss) For the year ended March 31, 2007: Net unrealized gains and losses on securities: Unrealized holding gains arising during year Less: reclassification adjustment for gains included in net income Foreign currency translation adjustments: Currency translation adjustments arising during year Less: reclassification adjustment for losses included in net income Minimum pension liability adjustments Net unrealized gains and losses on derivative instruments: Unrealized losses arising during year Less: reclassification adjustment for losses included in net income Other comprehensive income (loss) (100,966) 802 (125,247) 13,286 (10,627) 8,408 ¥(260,462) 4,550 — 50,647 (5,407) (96,416) 802 (74,600) 7,879 4,330 (3,422) ¥ 69,476 (6,297) 4,986 ¥(190,986) ¥ 39,705 (714) ¥ (15,742) 306 ¥ 23,963 (408) 12,778 7 7,106 (2,704) — (2,892) 10,074 7 4,214 (16,431) 17,083 ¥ 59,534 6,713 (6,953) ¥ (21,272) (9,718) 10,130 ¥ 38,262 Pre-tax amount Thousands of U.S. dollars Tax benefit (expense) Net-of-tax amount For the year ended March 31, 2008: Net unrealized gains and losses on securities: Unrealized holding losses arising during year Less: reclassification adjustment for losses included in net income $ (591,360) 130,180 $ 240,760 (52,980) $ (350,600) 77,200 Foreign currency translation adjustments: Currency translation adjustments arising during year Less: reclassification adjustment for losses included in net income Pension liability adjustments: Pension liability adjustments arising during year Less: reclassification adjustment for losses included in net income Net unrealized gains and losses on derivative instruments: Unrealized losses arising during year Less: reclassification adjustment for losses included in net income Other comprehensive income (loss) (1,009,660) 8,020 (1,252,470) 132,860 45,500 — (964,160) 8,020 506,470 (54,070) (746,000) 78,790 (106,270) 84,080 $ (2,604,620) 43,300 (34,220) $ 694,760 (62,970) 49,860 $ (1,909,860) TAKEOVER DEFENSE MEASURE The Company introduced a plan for countermeasures to any large-scale acquisitions of the Company’s shares (the “Plan”), based on the shareholders’ approval of the basic concept of the Plan at the Ordinary General Shareholders Meeting held in June 2006, for the purpose of protection and enhancement of the corporate value of the Company and the common interests of shareholders. Specifically, if an acquirer starts or plans to start an acquisition or a takeover bid that would result in the acquirer holding 20% or more of the Company’s total outstanding shares, the Company will require the acquirer to provide certain necessary information in advance to its Board of Directors. The Board of Directors will then establish a Special Committee that will, at its discretion, obtain advice from outside experts, consider the details of the acquisition, disclose to the Company’s shareholders the necessary information regarding the acquisition, as well as the alternative proposal prepared by the Company’s Chief Executive Officer, and then negotiate with the acquirer. If the acquirer does not comply with the procedures under the Plan, or the Special Committee decides that the acquisition would damage the corporate value of the Company or the common interests of shareholders, the Special Committee will recommend to the Board of Directors that the Company implement countermeasures (a gratis allotment of stock acquisition rights (shinkabu yoyakuken no mushou wariate), a condition of which will be that they cannot be exercised by acquirers or the like) and protect the corporate value of the Company and the common interests of shareholders. 18. NET INCOME PER SHARE A reconciliation of the numerators and denominators between basic and diluted net income per share for the years ended March 31, 2008 and 2007 is as follows: Year ended March 31 Net income available to common shareholders Net income effect of dilutive convertible debentures Net income available to common shareholders and assumed conversions Year ended March 31 Weighted-average number of shares of common stock outstanding for the year Incremental shares from assumed conversions of dilutive convertible debentures Weighted-average number of shares of diluted common stock outstanding for the year Year ended March 31 Net income per share of common stock: —Basic —Diluted Thousands of U.S. dollars 2008 $1,274,130 — $1,274,130 38 39 Millions of yen 2008 ¥ 127,413 — ¥ 127,413 2007 ¥137,429 — ¥137,429 Thousands of shares 2008 2007 3,229,055 3,214,078 253,398 269,681 3,482,453 3,483,759 Yen 2008 ¥39.46 36.59 2007 ¥42.76 39.45 U.S. dollars 2008 $0.39 0.37 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 19. FINANCIAL INSTRUMENTS (1) DERIVATIVE FINANCIAL INSTRUMENTS The Company operates internationally, giving rise to exposure to market risks from fluctuations in foreign currency exchange and interest rates. In the normal course of its risk management efforts, the Company employs a variety of derivative financial instruments, which are consisted principally of forward exchange contracts, interest rate swap agreements, currency swap agreements, and curren- cy options to reduce its exposures. The Company has policies and procedures for risk management and the approval, reporting and monitoring of derivative financial instruments. The Company’s policies prohibit holding or issuing derivative financial instruments for trading purposes. The counterparties to the Company’s derivative transactions are financial institutions of high credit standing. The Company does not anticipate any credit loss from nonperformance by the counterparties to forward exchange contracts, interest rate swap agree- ments, currency swap agreements and currency options. The Company has entered into forward exchange contracts with financial institutions as hedges against fluctuations in foreign currency exchange rates on monetary assets and liabilities denominated in foreign currencies. The forward exchange contracts related to accounts receivable and payable, and commitments on future trade transactions denominated in foreign currencies, mature pri- marily within a few years of the balance sheet date. Interest rate swap agreements, currency swap agreements and currency options are used to limit the Company’s exposure to losses in relation to underlying debt instruments and accounts receivable and payable denominated in foreign currencies resulting from adverse fluctuations in foreign currency exchange and interest rates. These agreements mature during the period 2008 to 2015. Forward exchange contracts, interest rate swap agreements, currency swap agreements and currency options are designated as either fair value hedges or cash flow hedges depending on accounts receivable and payable denominated in foreign currencies or com- mitments on future trade transactions and the interest rate characteristics of the underlying debt as discussed below. Fair Value Hedge Strategy The forward exchange contracts and currency swap agreements utilized by the Company effectively reduce fluctuation in fair value of accounts receivable and payable denominated in foreign currencies. The interest rate swap agreements utilized by the Company effectively convert a portion of its fixed-rate debt to a floating- rate basis. Cash Flow Hedge Strategy The forward exchange contracts and currency options utilized by the Company effectively reduce fluctuation in cash flow from commitments on future trade transactions denominated in foreign currencies for the next 7 years. The interest rate swap agreements utilized by the Company effectively convert a portion of its floating-rate debt to a fixed- rate basis for the next 7 years. The Company expects to reclassify ¥82 million ($820 thousand) of net gains on derivative financial instruments from accu- mulated other comprehensive income (loss) to earnings during the next 12 months due to the collection of accounts receivable denominated in foreign currencies and the payments of accounts payable denominated in foreign currencies and variable inter- est associated with the floating-rate debts. At March 31, 2008, there were no significant gains or losses on derivative financial instruments or portions thereof that were either ineffective as hedges, excluded from assessment of hedge effectiveness, or where the underlying risk did not occur. The Company’s forward exchange contract amounts, the aggregate notional principal amounts of interest rate swap agree- ments, currency swap agreements, and currency options outstanding at March 31, 2008 and 2007 are summarized below: March 31 Forward exchange contracts: To sell foreign currencies To buy foreign currencies Interest rate swap agreements Currency swap agreements Currency options Millions of yen 2008 2007 ¥329,575 330,063 241,550 133,136 8,817 ¥225,965 156,092 253,450 161,362 18,408 Thousands of U.S. dollars 2008 $3,295,750 3,300,630 2,415,500 1,331,360 88,170 (2) FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair values of the Company’s financial instruments at March 31, 2008 and 2007 are summarized as follows: March 31 Nonderivatives: Liabilities: 2008 2007 Millions of yen Carrying amount Estimated fair value Carrying amount Estimated fair value Long-term debt, including current portion ¥ (954,486) ¥ (998,490) ¥ (1,044,152) ¥ (1,114,148) Derivative financial instruments: Forward exchange contracts Interest rate swap agreements Currency swap agreements Currency options March 31 Nonderivatives: Liabilities: (1,308) (2,063) 2,275 458 (1,308) (2,063) 2,275 458 1,408 (799) (797) (41) 1,408 (799) (797) (41) Thousands of U.S. dollars 2008 Carrying amount Estimated fair value Long-term debt, including current portion $ (9,544,860) $ (9,984,900) Derivative financial instruments: Forward exchange contracts Interest rate swap agreements Currency swap agreements Currency options (13,080) (20,630) 22,750 4,580 (13,080) (20,630) 22,750 4,580 40 41 The above table excludes the financial instruments for which fair values approximate their carrying amounts and those related to leasing activities. The table also excludes marketable securities and other investments which are disclosed in Note 4. In assessing the fair value of these financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at that time. For certain instruments, including cash and cash equiv- alents, notes and accounts receivable-trade, short-term borrowings, notes payable-trade, accounts payable-trade and accounts payable-other and accrued expenses, it is assumed that the carrying amount approximated fair value for the majority of these instruments because of their short maturities. Quoted market prices are used for a part of marketable securities and other investments. For long-term debt, fair value is estimated using market quotes, or where market quotes are not available, using estimated discounted future cash flows. Other techniques, such as estimated discounted value of future cash flows, and replacement cost, are used to determine fair value for the remaining financial instruments. These estimated fair values are not necessarily indicative of the amounts that could be realized in a current market exchange. Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 20. LEASES LESSEE The Company leases manufacturing equipment, office and warehouse space, and certain other assets under operating leases. Rent expenses under such leases for the years ended March 31, 2008 and 2007 were ¥91,130 million ($911,300 thousand) and ¥80,340 million, respectively. The Company also leases certain machinery and equipment which are accounted for as capital leases. As of March 31, 2008 and 2007, the costs under capital leases were approximately ¥90,000 million ($900,000 thousand) and ¥80,000 million, and the related accumulated amortization were approximately ¥41,200 million ($412,000 thousand) and ¥36,500 million, respectively. As of March 31, 2008 and 2007, the costs under capital leases from TFC and Toshiba Medical Finance Co., Ltd., affiliates of the Company, were approximately ¥81,200 million ($812,000 thousand) and ¥74,900 million, and the related accumulated amortization were approximately ¥38,800 million ($388,000 thousand) and ¥34,900 million, respectively. Minimum lease payments for the Company’s capital and non-cancelable operating leases as of March 31, 2008 are as fol- lows: Year ending March 31 2009 2010 2011 2012 2013 Thereafter Total minimum lease payments Executory costs Amounts representing interest Present value of net minimum lease Payments Less—current portion Millions of yen Thousands of U.S. dollars Capital leases ¥ 17,674 14,261 9,179 5,571 2,818 7,487 56,990 (4,012) (4,332) 48,646 (15,747) ¥ 32,899 Operating leases ¥ 43,476 33,330 26,898 17,932 10,219 18,300 ¥150,155 Operating leases $ 434,760 333,300 268,980 179,320 102,190 183,000 $1,501,550 Capital leases $ 176,740 142,610 91,790 55,710 28,180 74,870 569,900 (40,120) (43,320) 486,460 (157,470) $ 328,990 LESSOR The Company is also a lessor of office buildings, commercial facilities and other assets under operating leases. As of March 31, 2008 and 2007, the costs under operating leases were approximately ¥24,100 million ($241,000 thousand) and ¥20,600 million, and the related accumulated amortization were approximately ¥3,900 million ($39,000 thousand) and ¥2,900 million, respec- tively. Future minimum lease payments to be received under the Company’s non-cancelable operating leases as of March 31, 2008 are as follows: Year ending March 31 2009 2010 2011 2012 2013 Thereafter Millions of yen ¥ 2,759 2,698 2,691 2,630 2,573 17,715 ¥ 31,066 Thousands of U.S. dollars $ 27,590 26,980 26,910 26,300 25,730 177,150 $310,660 21. COMMITMENTS AND CONTINGENT LIABILITIES Commitments outstanding at March 31, 2008 for the purchase of property, plant and equipment approximated ¥52,078 mil- lion ($520,780 thousand). At March 31, 2008, contingent liabilities, other than guarantees disclosed in Note 22, approximated ¥4,519 million ($45,190 thousand) principally for recourse obligations related to notes receivable transferred. 22. GUARANTEES GUARANTEES OF UNCONSOLIDATED AFFILIATES AND THIRD PARTY DEBT The Company guarantees debt as well as certain financial obligations of unconsolidated affiliates and third parties to support the sale of the Company’s products and services. Expiration dates vary from 2008 to 2017 or terminate on payment and/or cancellation of the obligation. A payment by the Company would be triggered by the failure of the guaranteed party to fulfill its obligation under the guarantee. The maximum potential payments under these guarantees were ¥174,312 million ($1,743,120 thousand) as of March 31, 2008. GUARANTEES OF EMPLOYEES’ HOUSING LOANS The Company guarantees housing loans of its employees. The term of the guarantees is equal to the term of the related loans which range from 5 to 25 years. A payment would be triggered by failure of the guaranteed party to fulfill its obligation covered by the guaran- tee. The maximum potential payments under these guarantees were ¥15,267 million ($152,670 thousand) as of March 31, 2008. However, the Company expects that the majority of such payments would be reimbursed through the Company’s insurance policy. GUARANTEES OF TRANSFERRED CORPORATE BONDS The Company entered into a sale and assumption agreement with an SPE during 2001. As a result, the Company was released from being a primary obligor for ¥20,178 million of the Company’s corporate bonds, which mature on various dates through 2008, and became secondarily liable for these obligations. The maximum potential payment by the Company as a secondary obligor was ¥1,993 million ($19,930 thousand) at March 31, 2008. RESIDUAL VALUE GUARANTEES UNDER SALE AND LEASEBACK TRANSACTIONS The Company has entered into several sale and leaseback transactions in which certain manufacturing equipment was sold and leased back. The Company may be required to make payments for residual value guarantees in connection with these transac- tions. The operating leases will expire on various dates through March 2013. The maximum potential payments by the Company for such residual value guarantees were ¥26,468 million ($264,680 thousand) at March 31, 2008. GUARANTEES OF DEFAULTED NOTES AND ACCOUNTS RECEIVABLE The Company has transferred trade notes receivable and trade accounts receivable under several securitization programs. Upon certain sales of trade notes and accounts receivable, the Company holds a repurchase obligation, which the Company is required to perform upon default of the trade notes and accounts receivable. The trade notes and accounts receivable generally mature within 3 months. The maximum potential payment for such repurchase obligation was ¥14,341 million ($143,410 thousand) as of March 31, 2008. The carrying amounts of the liabilities for the Company’s obligations under the guarantees described above at March 31, 2008 were not significant. WARRANTY Estimated warranty costs are accrued for at the time the product is sold to a customer. Estimates for warranty costs are made based primarily on historical warranty claim experience. The following is a reconciliation of the product warranty accrual: 42 43 March 31 Balance at beginning of year Warranties issued Settlements made Foreign currency translation adjustments Balance at end of year Millions of yen 2008 ¥38,814 48,316 (39,578) (3,974) ¥43,578 2007 ¥32,902 44,846 (40,149) 1,215 ¥38,814 Thousands of U.S. dollars 2008 $388,140 483,160 (395,780) (39,740) $435,780 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 23. LEGAL PROCEEDINGS In January 2007, the European Commission adopted a decision that imposed fines on 19 companies, including Toshiba Corporation, for infringing EU Competition Law in the gas insulated switchgear market. The decision imposed a fine of 86.25 million on Toshiba Corporation, plus a fine of 4.65 million jointly and severally with Mitsubishi Electric Corporation. Following its own investigation, Toshiba Corporation contends that it has not found any infringement of EU Competition Law, and it is bringing an action to the European Court of First Instance seeking annulment of the European Commission’s decision. The Company undertakes global business operation, and is involved in disputes, including lawsuits, and other legal proce- dures and is investigated by authorities. There will be also possibility of such a case in future. Due to differences in judicial sys- tems and difficulties in predicting prospects in these procedures, it is difficult to rule out the possibility that the Company may be subject to an authoritative order requiring payment of an amount far exceeding normal expectations. Judgements unfavor- able to the Company in these cases may impact on Company’s operations. The Company’s Management believes that there are meritorious defenses to all of these legal procedures, including lawsuits and investigations. Based on the information currently available to both the Company and its legal counsel, Management believes that such legal procedures, if any, would not have a material adverse effect on the financial position or the results of operations of the Company. 24. ENVIRONMENTAL LIABILITIES The Japanese environmental regulation, “Law Concerning Special Measure against poly chlorinated biphenyl (“PCB”) waste” requires PCB waste holders dispose of all PCB waste by July 2016. The Company accrued ¥10,643 million ($106,430thou- sand) and ¥10,647 million at March 31, 2008 and 2007, respectively, for environmental remediation and restoration costs for products or equipment with PCB which some Toshiba operations in Japan have retained. The costs recorded during the year are included as cost of sales in the accompanying consolidated statements of income. The accrual will be adjusted as assessment and remediation efforts progress or as additional technical or legal information available. Management is of opinion that the ultimate costs in excess of the amount accrued, if any, would not have a material adverse effect on the financial position or the results of operations of the Company. 25. ASSET RETIREMENT OBLIGATIONS The Company records asset retirement obligations in accordance with SFAS No. 143, Accounting for Asset Retirement Obligations (“SFAS 143”), and FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, an Interpretation of SFAS 143 (“FIN 47”). Asset retirement obligation was related primarily to the decommissioning of nuclear power facilities. These obligations address the decommissioning, clean up and release for acceptable alternate use of such facilities. The Company identified cer- tain assets that have an indeterminate life, and thus the fair value of the retirement obligation is not reasonably estimable. A liability for these asset retirement obligations will be recorded when a fair value is reasonably estimable. The changes in the carrying amount of asset retirement obligations for the year ended March 31, 2008 and 2007 are as fol- lows: March 31 Balance at beginning of year Accretion expense Liabilities settled Liabilities incurred Foreign currency translation adjustments Balance at end of year Millions of yen 2008 ¥ 17,149 1,044 (1,422) 15,412 (3,628) ¥ 28,555 2007 ¥ 492 68 (345) 17,180 (246) ¥ 17,149 Thousands of U.S. dollars 2008 $ 171,490 10,440 (14,220) 154,120 (36,280) $ 285,550 26. ACQUISITION OF WESTINGHOUSE On October 16, 2006 (Eastern Standard Time), Toshiba completed its procedure to acquire all the shares of BNFL USA Group Inc., the holding company for the Westinghouse Group whose main business is nuclear power systems, and of Westinghouse Electric UK Limited (collectively “Westinghouse”) for $5.4 billion. On acquiring Westinghouse, Toshiba established two special-purpose acquisition companies in the U.S. and U.K. (Toshiba Nuclear Energy Holdings (US) Inc. and Toshiba Nuclear Energy Holdings (UK) Limited; collectively “TNEHs”), and acquired it through these TNEHs. By build- ing a collaborative relation, Toshiba’s Nuclear Energy System Business, with its forte in boiling water reactors mainly in the Japanese market, and Westinghouse, with its advantage in pressurized water reactors in the world market, would be able to complement each other in the fields of manufacturing, marketing and technology, and exert synergistic effects by penetrating new business fields that neither Toshiba nor Westinghouse have been able to handle independently. Westinghouse’s operating results are included in Company’s Consolidated Statements of Income from October 1, 2006. In connection with the acquisition, Toshiba entered into an equity participation agreement with The Shaw Group Inc., a leading U.S. general engineering firm (“Shaw”) and Ishikawajima-Harima Heavy Industries Co., Ltd. (IHI Co. ,“IHI”), and Shaw and IHI participated as Toshiba’s strategic partners in the acquisition of Westinghouse. In accordance with the equity participation agreement, Shaw and IHI acquired 20% (for $1,080 million) and 3% (for $162 million) of the issued and out- standing shares of TNEHs, respectively. Consequently, Toshiba’s equity percentage came to 77% ($4,158 million) at March 31, 2007. Toshiba initially raised the funds for acquisition ($4,158 million) from commercial papers and bank loans, but is currently moving ahead to repay and replace them with a long-term financing obtained from issuance of bonds (¥100 billion) and long- term syndicated loans (¥250 billion). On October 1, 2007 (Eastern Standard Time), Toshiba transferred 10% ($540 million) ownership to National Atomic Company Kazatomprom, a major supplier of uranium based in the Republic of Kazakhstan. Consequently, Toshiba’s current equity percentage stands at 67%($3,618 million). The following table summarizes the preliminary estimated fair values of Westinghouse’s assets acquired and liabilities assumed as of acquisition date: Current assets Intangible assets subject to amortization Intangible assets not subject to amortization Goodwill Other fixed assets Current liabilities Long-term liabilities Minority interest Net assets acquired Goodwill based on the preliminary valuation and other intangible assets are as follows: Core and current technology (Weighted-average amortization period: 22.4) Other intangible assets subject to amortization (Weighted-average amortization period: 18.1) Brand name Goodwill Millions of yen ¥119,530 201,677 50,299 350,785 222,775 117,042 181,320 148,742 497,962 Millions of yen ¥171,377 30,300 50,299 350,785 44 45 Notes to Consolidated Financial Statements Toshiba Corporation and Subsidiaries March 31, 2008 The acquired assets did not include any research and development in progress. Pursuant to the terms of the agreement among the shareholders of TNEHs, Shaw and IHI will not be allowed to assign their equity interests in TNEHs to a third party for a period of six years except under certain specified circumstances, whereas they are entitled to sell the whole or a part of their equity interests to Toshiba during the said period (except the period up to March 31, 2010). For its part, Toshiba is also enti- tled to purchase from Shaw or IHI the whole or a part of their equity interests in TNEHs on certain specified conditions. These rights are in place for the purpose of protecting the interests of the minority shareholders and preventing equity partici- pation by a third party who may put Toshiba at disadvantage. Subsequently, pursuant to the terms of the sale/purchase agreement with British Nuclear Fuels plc as seller, Westinghouse’s assets and liabilities at the time of acquisition of the shares were revalued and the purchase price ($5.44 bil- lion) was adjusted. The allocation process of the relevant purchase price has finished. If the acquisition had taken place on April 1, 2006, Toshiba’s unaudited pro-forma operating results would have been as summarized below: Year ended March 31 Net sales Net income Year ended March 31 Net income per share of common stock Diluted net income per share of common stock Billions of yen 2007 ¥ 7,232.0 140.2 yen 2007 ¥ 43.61 40.24 Pro-forma data has been prepared for comparative purpose only and is not intended to be indicative of what the Company’s results would have been had the acquisition occurred at the beginning of the periods presented or the results which may occur in the future. Report of Independent Auditors The Board of Directors and Shareholders of Toshiba Corporation We have audited the accompanying consolidated balance sheets of Toshiba Corporation and subsidiaries (the “Company”) as of March 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equi- ty, and cash flows for the years then ended, all expressed in Japanese yen. These financial statements are the respon- sibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those stan- dards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for design- ing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial state- ments, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 46 47 The Company’s consolidated financial statements do not disclose segment information required by Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” In our opinion, disclosure of segment information is required by U.S. generally accepted accounting principles. In our opinion, except for the omission of segment information discussed in the preceding paragraph, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Toshiba Corporation and subsidiaries at March 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. As discussed in Note 2 to the consolidated financial statements, effective April 1, 2007, Toshiba Corporation and its domestic subsidiaries changed their method of accounting for depreciation. We have also reviewed the translation of the financial statements mentioned above into United States dollars on the basis described in Note 3. In our opinion, such statements have been translated on such basis. June 25, 2008 This report was printed on recycled paper with soy-based ink. Printed in Japan 

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