Hitachi Announces Corporate Split and New Company Establishment Plan for Automotive Systems Group

TOKYO--Hitachi, Ltd. today announced that it has decided on a corporate split and new company establishment plan as part of its structural reforms relating to the Automotive Systems Group announced on March 16, 2009.

1. Purpose of Corporate Split

Hitachi’s Automotive Systems Group is engaged in development, manufacture and sales and services of automotive components and systems, etc.

The automotive market is experiencing difficult condition due to the rapid contraction of global demand. In the automotive related business, Hitachi is realigning and integrating manufacturing bases, reviewing the size of the work force, and further concentrating resources on key businesses. Through these structural reforms, the Automotive Systems Group will focus on strengthening and operating its business more efficiently, which will help to build a framework that can consistently generate stable earnings.

As a part of this structural reforms, Hitachi has decided to split-off the Automotive Systems Group on July 1, 2009 and establish a new wholly owned subsidiary called Hitachi Automotive Systems, Ltd. (President and Representative Director : Kunihiko Ohnuma) to continue these operations.

The new company will have clearer accountability for generating earnings. At the same time, it will be able to make decisions faster and operate more efficiently through the realignment and integration of manufacturing facilities, and evaluation of the company’s workforce and resources needed.

Moreover, the primary goal is to fuse automotive and electronics technologies, and further leverage business resources on key businesses such as environmental and safety related systems. Through these structural reforms, the new company is expected to grow and expand into a leading supplier in the global automotive industry.

2. Outline of the Corporate Split

(1) Corporate Split Schedule
�
May 26, 2009	�	Decision on corporate split and company establishment plan
July 1, 2009 (Planned)		Scheduled corporate split date (Effective date)

(Note) Hitachi will not seek shareholder approval of the corporate split and company establishment plan because this is a simple corporate split and establishment as provided for in Article 805 of the Corporate Law of Japan.

(2) Corporate Split Method

This is a corporate split in which Hitachi is the transferring company and the new company is the assuming company.

(3) Decrease in Capital, etc. due to Corporate Split

There will be no decrease in capital, etc. due to this corporate split.

(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights of the Transferring Company

There will be no change in the treatment of stock acquisition rights and bonds with stock acquisition rights issued by Hitachi due to this corporate split.

(5) Rights and Obligations to be Transferred to the New Company

The new company will, in principle, take over the contracts related to the transferred businesses and all rights and obligations thereof on the effective date. However, this shall exclude rights and obligations specified separately in the corporate split plan.

(6) Outlook for Fulfillment of Financial Obligations

Hitachi has concluded that the Company and the new company will have the capability to fulfill obligations whose maturity date comes on or after the effective date of the corporate split.

3. Outline of the New Company

(As of March 31, 2009)

�	�	Transferring Company	�	New Company
Name	�	Hitachi, Ltd	�	Hitachi Automotive Systems, Ltd.
Business	�	Development, manufacture and sales of information systems, electronic devices, power and industrial systems, consumer products	�	Development, manufacture, sales and services of automotive components, transportation related components, industrial machines and systems, etc.
Established	�	February 1, 1920	�	July 1, 2009 (Planned)
Head office	�	6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo	�	2520, Takaba, Hitachinaka City, Ibaraki Prefecture
Representative	�	Takashi Kawamura, Representative Executive Officer, Chairman, President and Chief Executive Officer	�	Kunihiko Ohnuma, President and Representative Director
Capital	�	282,033 million yen	�	15,000 million yen
Shares outstanding	�	3,368,126,056 shares	�	300,000 shares
Stockholders’ equity	�	1,049,951 million yen (consolidated basis)	�	66,700 million yen (unconsolidated basis)
Total assets	�	9,403,709 million yen (consolidated basis)	�	214,000 million yen (unconsolidated basis)
Fiscal year end	�	March 31	�	September 30
Main shareholders and their holdings	�	The Master Trust Bank of Japan, Ltd. (Trust Account) 6.22% NATS CUMCO 5.60% Japan Trustee Services Bank, Ltd. (Trust Account 4G) 5.39%	�	Hitachi, Ltd. 100%

(Note) The name and position of Hitachi’s representative is as of April 1, 2009.

*The overview of the new company is a forecast as of July 1, 2009, the effective date of the corporate split. Net assets and total assets are forecasts calculated based on figures as of March 31, 2009.

4. Overview of the Business Group to be Split-Off

(1) Business Activities of the Business Group to be Split-Off

Development, manufacture, sales and services of automotive components and systems, etc.

(2) Operating Results of the Business Group to be Split-Off

Revenues: Approx. 3310.0 billion yen (Year ended March 31, 2009, Unconsolidated Basis)

(3) Assets and Liabilities to be Transferred to the New Company (As of July 1, 2009)

Assets: 214,000 million yen

Liabilities: 147,300 million yen

5. Executives of the New Company (As of July 1, 2009)

Kunihiko Ohnuma

New Position�: President and Representative Director, Hitachi Automotive Systems, Ltd.

Former Position�: Executive Vice President and Executive Officer, Hitachi, Ltd.

Yasuhiko Honda

New Position�: Executive Managing Director, Hitachi Automotive Systems, Ltd.

Current Position�: President & Chief Executive Officer of Automotive Systems Group, Hitachi, Ltd.

Masaaki Fujisawa