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Home > Topics > 2003 > Hitachi Capital Announces Reorganization of Automobile Finance Business via Transfer to Subsidiary

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8th August, 2003

Hitachi Capital Corporation

Hitachi Capital Announces Reorganization of Automobile Finance Business via Transfer to Subsidiary

The Hitachi Capital Corporation board of executive officers today approved the reorganization of the company’s automobile finance business in central Tokyo and neighboring Kanagawa Prefecture via transfer to consolidated subsidiary Hitachi Capital Auto Lease Corporation.

1.Purpose of Separation

The Hitachi Capital Group’s automobile finance business consists of the auto loan business and auto leasing business, previously operated separately by Hitachi Capital and Hitachi Capital Auto Lease Corporation, respectively. To respond more effectively to diversifying customer needs and expand the automobile finance business further, Hitachi Capital’s automobile finance business will be successively concentrated at Hitachi Capital Auto Lease Corporation.
As the first step of this process, Hitachi Capital will transfer its automobile finance business in central Tokyo and Kanagawa Prefecture to Hitachi Capital Auto Lease.

2.Outline of Separation

(1)Schedule

Board Meeting to Approve Agreement 8th August, 2003
Signing of Agreement 8th August, 2003
Shareholder Meeting to Approve Agreement 23rd August, 2003 (Planned)
(Only Hitachi Capital Auto Lease)
Date of Transfer 1st October, 2003 (Planned)
Registration of Separation
(Company Receiving Separated Business)
1st October, 2003 (Planned)

(2)Transfer Method

Hitachi Capital's automobile finance business in central Tokyo and Kanagawa Prefecture will be separated from Hitachi Capital and transferred to consolidated subsidiary Hitachi Capital Auto Lease. In line with Article 374-22 of the Commercial Code, there is no need to obtain approval for this measure at a general shareholders' meeting of Hitachi Capital

(3)Reasons for Adopting This Transfer Method

This method will allow the company to increase efficiency by integrating businesses, while permitting Hitachi Capital to retain control of this business after the separation

(4)Allocation of Shares

None

(5)Payment for Separation

No payment is required to effect the separation.

(6)Rights and Obligations of Company Receiving Separated Business

As of the transfer date, Hitachi Capital Auto Lease shall assume responsibility for all assets, liabilities and capital attached to Hitachi Capital's automobile finance business in central Tokyo and Kanagawa Prefecture. Furthermore, Hitachi Capital Auto Lease will assume all contractual rights and obligations incidental thereof.

(7)Outlook for Fulfillment of Obligations

Hitachi Capital and the company receiving the separated business expect to fulfill all obligations that arise as a result of this separation.

3.Profile of Companies Involved in Separation

(As of 31st March, 2003)

(1) Company Name Hitachi Capital Corporation
(Company Effecting Separation)
Hitachi Capital Auto Lease
Corporation
(Company Receiving Separated Business)
(2) Business Activities Financial Services Automobile leasing and rental services;
automobile leasing
services for individuals
(3) Date Established 10th September, 1957 1st October, 1989
(4) Head Office 15-12, Nishi Shimbashi
2-chome Minato-ku, Tokyo
22-10, Shimbashi 5-chome
Minato-ku, Tokyo
(5) Representative
(As of 8th August, 2003)
Kaichi Murata, President Yoshifumi Ishida, President
(6) Capital ¥9,459 million ¥100 million
(7) Shares of Common Stock
Issued and Outstanding
134,191,626 shares 2,000 shares
(8) Stockholders' Equity ¥206,647 million ¥1,521 million
(9) Total Assets ¥1,717,989 million ¥54,147 million
(10) Fiscal Year-end 31st March 31st March
(11) Number of Employees 2,125 136
(12) Major Customers Corporations and consumers Corporations and consumers
(13) Major Stockholders and
Shareholding
Hitachi, Ltd.
(50.11%)
Hitachi Capital Corporation
(100.00%)
(14) Major Banks Mizuho Bank, Ltd.
Mizuho Corporate Bank, Ltd.
UFJ Bank Limited
Mizuho Bank, Ltd.
(15) Relationship Between
Companies
(As of 8th August, 2003)
Capital Wholly owned subsidiary of Hitachi Capital Corporation
Personnel 2 Hitachi Capital directors and 1 employee concurrently serve as directors
Transactions Credit sales of commercial vehicles, leasing of office equipment, and some leasing operations on a contractual basis

(16)Three-Year Summary

  Hitachi Capital Corporation
(Company Effecting Separation)
  Fiscal years ended
31st March, 2001
Fiscal years ended
31st March, 2002
Fiscal years ended
31st March, 2003
  (million yen)
Revenues 82,802 93,597 81,331
Operating income
(ordinary income)
23,250 24,508 15,760
Net income 13,209 8,586 7,022
  (yen)
Net income per share 104.57 63.98 52.33
Cash dividend applicable to the year (per share) 33.00 34.00 32.00
Stockholders’ equity per share 1,557.05 1,585.35 1,605.16
  Hitachi Capital Auto Lease Corporation
(Company Receiving Separated Business)
  Fiscal years ended
31st March, 2001
Fiscal years ended
31st March, 2002
Fiscal years ended
31st March, 2003
  (million yen)
Revenues (note) 1,969 2,481 2,731
Operating income
(ordinary income)
433 772 1,051
Net income 258 441 563
  (yen)
Net income per share 129,005 220,675 274,425
Cash dividend applicable to the year (per share) 12,500 22,000 56,500
Stockholders’ equity per share 333,306 531,982 760,658

Note: Revenues of Hitachi Capital Auto Lease Corporation are restated to conform to accounting standards used by Hitachi Capital.

4.Details of Operations to be Separated

(1) Description of Business

Automobile finance business in central Tokyo and Kanagawa Prefecture.

(2) Results for Fiscal Year Ended 31st March, 2003

  Results of Operations
to be Separated (a)
Full-Year Results for
Hitachi Capital (b)
Ratio(a/b)%
Revenues 1,128 81,331 1.4

(3) Assets, Liabilities and Stockholders' equity to Be Transferred on Separation (As of 31st March, 2003)

(million yen)

Assets Liabilities
Item Book value Item Book value
Assets 6,768 Liabilities
Stockholders’ equity
5,599
1,169
Total 6,768 Total 6,768

5.Post-Separation Hitachi Capital

There will be no change in company name, business activities, head office location, fiscal year-end, or decrease in capital as a result of this separation. The effect of the separation on earnings is negligible.