XNYS:ATE Advantest Corp ADR Annual Report 20-F/A Filing - 3/31/2012

Effective Date 3/31/2012

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Table of Contents

As filed with the Securities and Exchange Commission on August 6, 2012

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 20-F/A

(Amendment No. 1)

 

 

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended March 31, 2012

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report……….

 

For the transition period from              to             

 

Commission file number: 1-15236

 

 

 

KABUSHIKI KAISHA ADVANTEST

(Exact name of registrant as specified in its charter)

ADVANTEST CORPORATION

(Translation of registrant’s name into English)

 

 

 

Japan

(Jurisdiction of incorporation or organization)

 

Shin-Marunouchi Center Building

1-6-2, Marunouchi

Chiyoda-ku

Tokyo 100-0005

Japan

(Address of principal executive offices)

 

Hiroshi Nakamura, (81-3) 3214-7500, (81-3) 3214-7711,

Shin-Marunouchi Center Building

1-6-2, Marunouchi

Chiyoda-ku

Tokyo 100-0005

Japan

(Name, telephone, facsimile number and address of company contact person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Name of each exchange on which registered:

American Depositary Shares*   The New York Stock Exchange
Common Stock**  

 

* American Depositary Receipts evidence American Depositary Shares, each American Depositary Share representing one share of the registrant’s Common Stock.
** No par value. Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

Title of class:

 

Outstanding as of March 31, 2012:

Common Stock   173,271,380

American Depositary Shares

each representing one share of Common Stock

  720,843

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).:    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  x            Accelerated filer  ¨            Non-accelerated filer  ¨

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  x

   International Financial Reporting Standards as issued    Other  ¨
   By the International Accounting Standards Board  ¨   

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  ¨    Item 18  ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 


Table of Contents

TABLE OF CONTENTS

 

EXPLANATORY NOTE

 

          Page  
   PART I   

ITEM 1.

   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS      1   

ITEM 2.

   OFFER STATISTICS AND EXPECTED TIMETABLE      1   

ITEM 3.

   KEY INFORMATION      1   

           3.A.

   SELECTED FINANCIAL DATA      1   

           3.B.

   CAPITALIZATION AND INDEBTEDNESS      4   

           3.C.

   REASONS FOR THE OFFER AND USE OF PROCEEDS      4   

           3.D.

   RISK FACTORS      4   

ITEM 4.

   INFORMATION ON THE COMPANY      14   

           4.A.

   HISTORY AND DEVELOPMENT OF THE COMPANY      14   

           4.B.

   BUSINESS OVERVIEW      15   

           4.C.

   ORGANIZATIONAL STRUCTURE      35   

           4.D.

   PROPERTY, PLANTS AND EQUIPMENT      35   

ITEM 4A.

   UNRESOLVED STAFF COMMENTS      36   

ITEM 5.

   OPERATING AND FINANCIAL REVIEW AND PROSPECTS      36   

           5.A.

   OPERATING RESULTS      36   

           5.B.

   LIQUIDITY AND CAPITAL RESOURCES      51   

           5.C.

   RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES      52   

           5.D.

   TREND INFORMATION      53   

           5.E.

   OFF-BALANCE SHEET ARRANGEMENTS      54   

           5.F.

   TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS      54   

           5.G.

   SAFE HARBOR      54   

ITEM 6.

   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES      55   

           6.A.

   DIRECTORS AND SENIOR MANAGEMENT      55   

           6.B.

   COMPENSATION      63   

           6.C.

   BOARD PRACTICES      64   

           6.D.

   EMPLOYEES      65   

           6.E.

   SHARE OWNERSHIP      66   

ITEM 7.

   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS      68   

           7.A.

   MAJOR SHAREHOLDERS      68   

           7.B.

   RELATED PARTY TRANSACTIONS      70   

           7.C.

   INTERESTS OF EXPERTS AND COUNSEL      71   

ITEM 8.

   FINANCIAL INFORMATION      71   

           8.A.

   CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION      71   

           8.B.

   SIGNIFICANT CHANGES      71   

ITEM 9.

   THE OFFER AND LISTING      72   

           9.A.

   OFFER AND LISTING DETAILS      72   

           9.B.

   PLAN OF DISTRIBUTION      72   

           9.C.

   MARKETS      72   

           9.D.

   SELLING SHAREHOLDERS      72   

           9.E.

   DILUTION      73   

           9.F.

   EXPENSES OF THE ISSUE      73   

 

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Table of Contents
         Page  

ITEM 10.

  ADDITIONAL INFORMATION      73   

           10.A.

  SHARE CAPITAL      73   

           10.B.

  MEMORANDUM AND ARTICLES OF ASSOCIATION      73   

           10.C.

  MATERIAL CONTRACTS      81   

           10.D.

  EXCHANGE CONTROLS      81   

           10.E.

  TAXATION      82   

           10.F.

  DIVIDENDS AND PAYING AGENTS      88   

           10.G.

  STATEMENT BY EXPERTS      88   

           10.H.

  DOCUMENTS ON DISPLAY      88   

           10.I.

  SUBSIDIARY INFORMATION      88   

ITEM 11.

  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      89   

ITEM 12.

  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES      90   

           12.A.

  DEBT SECURITIES      90   

           12.B.

  WARRANTS AND RIGHTS      90   

           12.C.

  OTHER SECURITIES      91   

           12.D.

  AMERICAN DEPOSITARY SHARES      91   
  PART II   

ITEM 13.

  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES      93   

ITEM 14.

 

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

     93   

ITEM 15.

 

CONTROLS AND PROCEDURES

     93   

ITEM 16.

  [RESERVED]      94   

ITEM 16A.

  AUDIT COMMITTEE FINANCIAL EXPERT      94   

ITEM 16B.

  CODE OF ETHICS      94   

ITEM 16C.

  PRINCIPAL ACCOUNTANT FEES AND SERVICES      94   

ITEM 16D.

  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES      95   

ITEM 16E.

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

     95   

ITEM 16F.

 

CHANGE IN REGISTRAINT’S CERTIFYING ACCOUNTANT

     96   

ITEM 16G.

  CORPORATE GOVERNANCE      96   

ITEM 16H.

  MINE SAFETY DISCLOSURE      98   
  PART III   

ITEM 17.

  FINANCIAL STATEMENTS      99   

ITEM 18.

  FINANCIAL STATEMENTS      99   

ITEM 19.

  EXHIBITS      100   

 

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EXPLANATORY NOTE

 

On June 27, 2012, Advantest filed an annual report for the fiscal year ended March 31, 2012 on Form 20-F with the United States Securities and Exchange Commission. Advantest is filing this Form 20-F/A (Amendment No. 1) in response to a comment letter received from the staff of the SEC dated July 31, 2012 (the “SEC Comment Letter”). The date in the Section 906 certifications furnished in accordance with Item 601(b)(32) of Regulation S-K, attached as Exhibit 13.1 that was previously filed with the Form 20-F has been amended and Advantest is filing the correct version of the Section 906 certifications with this Form 20-F/A (Amendment No. 1).

 

Other than the correction described above, Advantest is not amending the previously filed Form 20-F in any way. Solely for the convenience of the reader, this Form 20-F/A (Amendment No. 1) includes the full text of the Form 20-F. However, such inclusion should not be understood to mean that any statements contained in the Form 20-F are true or complete as of any date subsequent to the original filing date of June 27, 2012. This Form 20-F/A (Amendment No. 1) does not reflect events occurring after the filing of our Form 20-F on June 27, 2012 and does not modify or update the disclosures therein in any way.

 

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Table of Contents

As used in this annual report, the term “fiscal” preceding a year means the twelve-month period ended March 31 of the year subsequent to the year referred to. For example, “fiscal 2011” refers to the twelve-month period ended March 31, 2012. All other references to years refer to the applicable calendar year.

 

In parts of this annual report, certain amounts reported in Japanese yen have been translated into U.S. dollars for the convenience of readers. Unless otherwise noted, the rate used for this translation was $1.00 = ¥82.19. This was the approximate exchange rate in Japan on March 31, 2012.

 

Unless otherwise noted, all references and discussions of the financial position of Advantest Corporation (the “Company”) and its consolidated subsidiaries (collectively, “Advantest”), results of operations and cash flow in this annual report are made with reference to Advantest’s consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The segment sales figures included in this annual report are presented before eliminating intercompany transactions.

 

See “Information on the Company—Business Overview—Glossary” for a description of certain technical terms used in this annual report.

 

Cautionary Statement with Respect to Forward-Looking Statements

 

This annual report contains “forward-looking statements” that are based on Advantest’s current expectations, estimates and projections. These statements include, among other things, the discussion of Advantest’s business strategy, outlook and expectations as to market and business developments, production and capacity plans. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “should” and similar expressions. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause Advantest’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including:

 

   

changes in demand for the products and services produced and offered by Advantest’s customers, including semiconductors, communications services and electronic goods;

 

   

the environment in which Advantest purchases materials, components and supplies for the production of its products, including the availability of necessary materials, components and supplies during a significant expansion in the market in which Advantest operates;

 

   

circumstances relating to Advantest’s investment in technology, including its ability to timely develop products that meet the changing needs of semiconductor manufacturers and communications network equipment and components makers and service providers; and

 

   

changes in economic conditions, competitive environment, currency exchange rates or political stability in the major markets where Advantest produces, distributes or sells its products.

 

These risks, uncertainties and other factors also include those identified in “Operating and Financial Review and Prospects,” “Key Information—Risk Factors” and “Information on the Company” set forth elsewhere in this annual report.

 

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PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3. KEY INFORMATION

 

3.A. SELECTED FINANCIAL DATA

 

You should read the U.S. GAAP selected consolidated financial information presented below together with “Operating and Financial Review and Prospects” and Advantest’s consolidated financial statements together with the notes included in this annual report.

 

U.S. GAAP Selected Consolidated Financial Data

 

The following selected financial data have been derived from Advantest’s audited consolidated financial statements. These consolidated financial statements were prepared under U.S. GAAP. Advantest’s U.S. GAAP audited consolidated financial statements for fiscal 2009, fiscal 2010 and fiscal 2011 were included in its Japanese Securities Reports filed with the Director General of the Kanto Local Finance Bureau.

 

    Year ended March 31,  
    2008     2009     2010     2011     2012     2012  
    (in millions, except per share and share data)    

(thousands of $,

except

per share and
share data)

 

Consolidated Statement of Income Data:

           

Net sales

    ¥182,767        ¥76,652        ¥53,225        ¥99,634        ¥141,048        $1,716,121   

Operating income (loss)

    22,716        (49,457     (11,639     6,111        837        10,184   

Income (loss) before income taxes and equity in earnings (loss) of affiliated company

    23,533        (52,761     (9,926     5,551        (3,442     (41,879

Net income (loss)

    16,550        (74,902     (11,454     3,163        (2,195     (26,706

Net income (loss) per share

           

Basic

    90.72        (419.09     (64.09     18.03        (12.67     (0.15

Diluted

    90.57        (419.09     (64.09     18.03        (12.67     (0.15

Basic weighted average shares outstanding

    182,418,821        178,724,884        178,722,505        175,481,854        173,271,717        173,271,717   

Diluted weighted average shares outstanding

    182,723,982        178,724,884        178,722,505        175,495,458        173,271,717        173,271,717   

 

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Table of Contents
     As of March 31,  
     2008     2009     2010     2011     2012     2012  
     (in millions)     (in thousands)  

Consolidated Balance Sheet Data:

            

Total assets

   ¥ 298,684      ¥ 202,059      ¥ 188,663      ¥ 180,312      ¥ 219,226      $ 2,667,307   

Short term debt

     —          —          —          —          25,000        304,173   

Common stock

     32,363        32,363        32,363        32,363        32,363        393,758   

Stockholders’ equity

     254,184        163,616        150,242        138,132        131,552        1,600,584   
     As of March 31,  
     2008     2009     2010     2011     2012     2012  
     (in millions, except per share data)     (in thousands)  

Other Data:

            

Capital expenditures

   ¥ 14,083      ¥ 4,608      ¥ 3,425      ¥ 3,793      ¥ 6,984      $ 84,974   

Research and development expenses

     30,507        23,713        17,896        21,197        30,303        368,694   

Net cash provided by (used in) operating activities

     24,166        2,357        (17,746     (693     12,302        149,678   

Net cash provided by (used in) investing activities

     (16,322     (32,507     10,824        (5,828     (37,670     (458,328

Net cash provided by (used in) financing activities

     (46,770     (8,930     (1,803     (12,028     9,887        120,294   

Operating margin(1)

     12.43 %     (64.52 %)      (21.87 %)      6.13     0.59  

Net income margin(2)

     9.06 %     (97.72 %)      (21.52 %)      3.17     (1.56 %)   

 

(1) Operating income as a percentage of net sales.
(2) Net income as a percentage of net sales.

 

Dividends

 

The Company normally pays cash dividends semi annually, at mid-year and at year-end. Pursuant to its articles of incorporation, the Company can make dividend payments pursuant to a resolution of its Board of Directors, but the articles do not preclude the Company from making dividend payments pursuant to a shareholders resolution. The year-end dividend is paid to shareholders of record as of March 31 pursuant to the resolution of either the Board of Directors or the ordinary general shareholders’ meeting held usually in June every year. The interim dividend is paid to shareholders of record as of September 30, pursuant to a resolution of the Board of Directors, usually in December.

 

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The following table sets forth the dividends paid by the Company for each of the periods shown, which are the six months ended on that date. The U.S. dollar equivalent for the dividends shown are based on the exchange rate in Japan on each record date shown.

 

     Dividend per Share  

Six months ended/Record date

       Yen              Dollars      

September 30, 2007

     25.0         0.25   

March 31, 2008

     25.0         0.25   

September 30, 2008

     25.0         0.24   

March 31, 2009

     5.0         0.05   

September 30, 2009

     5.0         0.06   

March 31, 2010

     5.0         0.05   

September 30, 2010

     5.0         0.06   

March 31, 2011

     5.0         0.06   

September 30, 2011

     5.0         0.07   

March 31, 2012

     10.0         0.12   

 

The payment and the amount of any future dividends are subject to the level of Advantest’s future earnings, its financial condition and other factors, including statutory restrictions on the payment of dividends.

 

Exchange Rates

 

In parts of this annual report, certain Japanese yen amounts have been translated into U.S. dollars for the convenience of investors. Unless otherwise noted, the rate used for the translation was $1.00 = ¥82.19. This was the approximate exchange rate in Japan on March 31, 2012.

 

The following table sets forth, for the periods and dates indicated, information concerning the noon buying rate for Japanese yen announced by the Federal Reserve Bank of New York, expressed in Japanese yen per $1.00. The noon buying rate as of June 15, 2012 was $1.00 = 78.65. The Company does not intend to imply that the Japanese yen or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Japanese yen, as the case may be, at any particular rate, or at all.

 

Fiscal year ended/ending March 31,

   At end
of period
     Average
(of month-end rates)
     High      Low  
     (¥ per $1.00)  

2008

     99.85         113.61         124.09         96.88   

2009

     99.15         100.85         110.48         87.80   

2010

     93.40         92.49         100.71         86.12   

2011

     82.76         85.00         94.68         78.74   

2012

     82.41         78.86         85.26         75.72   

Month ended

         High              Low      
       (¥ per $1.00)  

December 31, 2011

  

   ¥ 78.13       ¥ 76.98   

January 31, 2012

  

     78.13         76.28   

February 29, 2012

  

     81.10         76.11   

March 31, 2012

  

     83.78         80.86   

April 30, 2012

  

     82.62         79.81   

May 31, 2012

  

     80.36         78.29   

 

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3.B. CAPITALIZATION AND INDEBTEDNESS

 

Not applicable.

 

3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS

 

Not applicable.

 

3.D. RISK FACTORS

 

Risks Related to Advantest’s Business

 

Advantest’s business and results of operations are subject to significant demand volatility in the semiconductor industry

 

Advantest’s business depends largely upon the capital expenditures of semiconductor manufacturers, foundries and test houses. These companies, in turn, determine their capital expenditure and investment levels largely based on current and anticipated market demand for semiconductors and products incorporating semiconductors. Such demand is influenced significantly by the overall condition of the global economy. Historically, the percentage reduction in capital expenditures by semiconductor manufacturers during downturns in the semiconductor industry, including investment in semiconductor test systems, has typically been much greater than the percentage reduction in worldwide sales of semiconductors. The semiconductor industry has been highly cyclical with recurring periods of excess inventory, which often have had a severe effect on the semiconductor industry’s demand for semiconductor test systems, including those of Advantest. In particular, the market for memory semiconductors shows higher demand volatility as compared to the market for non-memory semiconductors. In fiscal 2011, net sales of test systems for memory semiconductors decreased by 18.8% from 43.3% in fiscal 2010; however, Advantest continues to derive significant sales from test systems for memory semiconductors of 24.5% in the semiconductor and component test systems. Therefore, any downturn in the memory semiconductor market may continue to adversely affect Advantest’s business and results of operations.

 

The worldwide semiconductor market grew by 3.2% in 2007. In 2008 and 2009, the semiconductor market contracted by 2.8% and 9.0%, respectively, compared to the previous year, reflecting the global economic downturn that stemmed from the financial crisis. After the negative growth in 2008 and 2009, the market significantly recovered in 2010, growing by 31.8% compared to 2009, primarily due to a surge in demand for electronic equipment in developing nations. In 2011, due to the global economic recession and natural disasters such as the Great East Japan Earthquake and the floods in Thailand reducing production activities of electronic products, the semiconductor market only increased by 0.4% compared to 2010. Worldwide sales of memory semiconductors declined by 1.1% and 19.9% in 2007 and 2008, respectively, mainly due to a substantial reduction in capital expenditure by semiconductor manufacturers in response to a substantial decline in the price of DRAM semiconductors and NAND-type flash memory semiconductors. Although the markets for personal computers and cellular phones including smart phones remained steady in 2009, worldwide sales of memory semiconductors in 2009 declined by 3.3% compared to 2008, reflecting the global economic downturn, resulting in negative growth for three consecutive years. In 2010, primarily due to a steady demand for mobile DRAM test systems for mobile devices, worldwide sales of memory semiconductors increased by 55.4% compared to 2009. In 2011, worldwide sales decreased by 12.7% compared to 2010 due to a drop in the price of DRAM triggered by a downturn in demand for PCs and similar devices. Worldwide sales of non-memory semiconductors in 2007 increased by 4.5% from 2006, since demand in the consumer market and automobile market stabilized and the data processing market was strong. Worldwide sales of non-memory semiconductors in 2008 increased by 2.3% from 2007, primarily due to steady demand for mobile PCs despite the deterioration in the overall condition of the global economy. In 2009, worldwide sales of non-memory semiconductors decreased by 10.3% compared to 2008, primarily as a result of the impact of the global economic downturn stemming from the financial crisis that started in 2008. In 2010, worldwide sales of non-memory semiconductors increased by 26.0% compared to 2009,

 

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primarily due to robust demand for smartphones, tablet-type devices, and other consumer electronics. In 2011, worldwide sales of non-memory semiconductors further increased by 4.4% compared to 2010, due to continuing robust demand for smartphones, tablet-type devices, and similar devices.

 

The significant volatility in demand for semiconductors is affected by various factors such as:

 

   

the overall state of the global economy;

 

   

demand in personal computer and server industries;

 

   

demand in communication devices such as tablet-type devices and smartphones;

 

   

consumer demand for digital consumer products such as flat-panel TVs, DVD/Blu-ray disc recorders, portable audio players and electronic books;

 

   

levels of investment in communications infrastructure and trends in the mobile device industry;

 

   

demand in the automobile industry; and

 

   

trends in the semiconductor industry.

 

In fiscal 2007, the price of semiconductors continued to decline and many semiconductor manufacturers froze or postponed their capital expenditures. Primarily reflecting the foregoing, Advantest’s net sales in fiscal 2007 decreased by 22.2%, as compared to fiscal 2006, to ¥182,767 million, and net income decreased by 53.5%, as compared to fiscal 2006, to ¥16,550 million. Furthermore, in fiscal 2008, the global economic downturn that stemmed from the financial crisis led semiconductor manufacturers to maintain their prudent position, with many implementing inventory adjustments and freezing or postponing their capital expenditures. Primarily reflecting the foregoing, Advantest’s net sales in fiscal 2008 decreased by 58.1% as compared with fiscal 2007 to ¥76,652 million. In fiscal 2009, the semiconductor manufacturers gradually resumed capital expenditures as semiconductor prices rose and equipment utilization rates climbed. Despite the gradual recovery in fiscal 2009, Advantest’s net sales in fiscal 2009 decreased by 30.6%, as compared to fiscal 2008, to ¥53,225 million, primarily due to the drop in orders seen in the second half of fiscal 2008. In fiscal 2010, despite a difficult business environment with factors such as continuing appreciation of the Japanese yen and intensified price competition, Advantest seized the positive growth opportunity in the semiconductor market and strived to expand orders and revenues. As a result of the above, Advantest’s net sales in fiscal 2010 increased by 87.2% as compared to fiscal 2009, to ¥99,634 million, and Advantest recorded a net income of ¥3,163 million in fiscal 2010. In fiscal 2011, Advantest expanded sales to meet areas of increasing demand growth such as test equipment for application processors, CMOS image sensors, and other non-memory semiconductor sectors. In addition, after the completion of the acquisition of Verigy Ltd. (“Verigy”) in July 2011, Advantest has enhanced sales promotion to customers in the U.S. and Europe and has provided products tailored to better meet increasing customer demand in the communications semiconductor market. As a result of the above, Advantest’s net sales in fiscal 2011 increased by 41.6%, as compared to fiscal 2010, to ¥141,048 million. However, cumulative costs associated with the Verigy acquisition and impairment losses on investment securities led to a year-on-year decline in earnings, and Advantest recorded a net loss in fiscal 2011 of ¥2,195 million.

 

Advantest believes that its results are significantly impacted by the significant volatility in demand in the semiconductor industry. While Advantest is unable to predict future trends in the semiconductor industry, if there is a significant downturn in the semiconductor industry, Advantest’s financial condition and results of operations will be adversely affected. Prices of semiconductors, which have continued to decrease significantly in recent years, may not return to their original levels if, for example, the over-supply of semiconductors persists. Should semiconductor prices remain at low levels, semiconductor manufacturers’ earnings could deteriorate, resulting in their further restraint towards capital expenditures, and Advantest’s results of operations could be adversely affected.

 

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Failure by Advantest to meet demand for its products upon a sudden expansion of the markets for semiconductor and component test systems and mechatronics systems may adversely affect its future market share and financial results

 

Since the global economic downturn following the financial crisis, suppliers have typically adjusted their production capacity through the reduction of production line and personnel. If the market for semiconductor and component test systems and mechatronics systems were to suddenly expand, Advantest would require significant increases in production capabilities including personnel, as well as materials, components and supplies from suppliers, in order to fully capitalize on such expansion. The failure of Advantest to adjust to such unanticipated increases in demand for its products during the period of recovery in demand could result in Advantest losing one or more of its existing large-volume customers or losing the opportunity to establish a strong relationship with potential large-volume customers with which it currently does little or no business. Such failure may adversely affect Advantest’s future market share and its financial results.

 

If Advantest does not introduce new products meeting its customers’ technical requirements in a timely manner and at competitive prices, its products may become obsolete and its financial condition and results of operations may suffer

 

Advantest sells its products to several industries that are characterized by rapid technological changes, frequent introduction of new products and services, varying and unpredictable product lifecycles and evolving industry standards. Advantest anticipates that future demand for its products will be driven, in large part, by technological innovation in semiconductor technology, which creates new testing requirements that are not adequately addressed by currently-installed semiconductor test systems. Customer needs in response to these technological innovations, and their need for greater cost-effectiveness and efficiency to respond to the market environment, include:

 

   

test solutions of non-memory semiconductors that incorporate more advanced memory semiconductors, logic and analog circuits;

 

   

test solutions of power semiconductors that control small and large motor drives;

 

   

solutions for complexed IC incorporating RF, logic and memory chips in a single package in order to achieve IC with advanced 3D integration as well as downsizing and technical advantages, with TSV technology;

 

   

mechatronics related products which transport devices faster, more accurately and more stably;

 

   

test solutions of testing technologies that employ self-test circuit designs incorporated into semiconductor chips;

 

   

test solutions of testing technologies that employ test circuit designs for Device Under Test (DUT);

 

   

introduction of mechatronics products that respond to reduced testing time resulting from advances in customers’ back-end testing;

 

   

prompt response and quick repair in the event of failure; and

 

   

total solutions that allow customers to reduce their testing costs.

 

Advantest also believes demand for its products, including semiconductor and component test systems, is affected by the level of demand for personal computers, high-speed wireless and wireline data services, digital consumer products and communication devices such as tablet-type devices and smartphones. It is likely that advances in technologies used in those products and services will require new testing systems. Without the timely introduction of semiconductor test systems capable of effectively testing and measuring equipment that use these new technologies, Advantest’s products and services may become technologically obsolete over time.

 

A failure by Advantest to meet its customers’ technical requirements at competitive prices or to deliver conforming equipment in a timely manner may result in its products being replaced by those of a competitor or

 

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an alternative technology solution. Furthermore, Advantest’s inability to provide a product that meets requested performance criteria at an acceptable price when required by its customers would severely damage its reputation with such customers and may adversely affect future sales efforts with respect to such customers.

 

Advantest may not realize the full anticipated benefits of the business combination with Verigy

 

Advantest believes that the business combination with Verigy would enable it to better satisfy customer needs through the development and sale of a wider variety of high quality products, and to better address customer needs through technological innovation that is supported by a stable financial base, leading to continued growth amidst a rapidly changing and challenging semiconductor market.

 

However, the business integration of two companies will be time-consuming and complex, and the business combination may not realize the anticipated benefits. The difficulties in integrating the two companies may arise during various stages of combining the operations, including the following:

 

   

consolidation of the two companies’ differing research and development, manufacturing and sales processes;

 

   

the elimination of inefficiencies that may arise out of overlapping departments and processes between the two companies;

 

   

the retention of Verigy’s valuable key management and employees; and

 

   

the integration of two companies with differing corporate cultures and languages.

 

If difficulties arise in connection with the business combination, including those mentioned above, Advantest’s future financial results may be adversely affected.

 

Advantest has also granted stock options to employees that Advantest took over from Verigy. If the employees exercise their stock options, voting rights of Advantest’s shareholders, total assets per share and share price may be diluted as a result.

 

Advantest’s dependence on certain subcontractors and its dependence on a sole source or a limited number of suppliers for its components and parts may prevent it from delivering products that meet specifications on a timely basis

 

Advantest relies on subcontractors to perform some of the assembly requirements for its products. In addition, many of the components used in Advantest’s semiconductor and component test systems and mechatronics systems are produced by suppliers based on Advantest’s specifications. Advantest’s reliance on these subcontractors and suppliers gives it less control over the manufacturing process and exposes it to significant risks, especially inadequate manufacturing capacity, late delivery, substandard quality, lack of labor availability and high costs. In addition, Advantest depends on a sole source or a limited number of suppliers for a portion of its components and parts. Advantest does not maintain long-term supply agreements with most of its suppliers, and it purchases most of its components and parts through individual purchase orders. If suppliers become unable to provide components or parts in the volumes needed and at acceptable prices, Advantest would have to identify and procure acceptable replacements. Furthermore, the markets for semiconductors and other specialized components have, in the past, experienced periods of inadequate supply to meet demand. Moreover, there may be a shortage of components if a large scale natural disaster or electricity shortage occurs. The process of selecting subcontractors or suppliers and of identifying suitable replacement components and parts is lengthy and may result in Advantest being unable to deliver products meeting customer requirements in a timely manner. Advantest has, in the past, been unable to deliver its products according to production schedules primarily due to the inability of suppliers to supply components and parts based on Advantest’s specifications and by other shortages in components and parts. Moreover, a deterioration in the financial position of Advantest’s subcontractors or suppliers reflecting the decline in the economic environment may result in certain subcontractors and suppliers being unable to meet Advantest’s requirements.

 

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Advantest faces substantial competition in its businesses and, if Advantest does not maintain or expand its market share, its business may be harmed

 

Advantest faces substantial competition throughout the world. Advantest’s primary competitors in the semiconductor and component test system market include, among others, Teradyne, Inc., LTX-Credence Corporation, Yokogawa Electronic Corporation, FROM30 CO., LTD., EXICON Ltd. and UniTest Inc. In the mechatronics system related market, Advantest also competes with Delta Design, Inc., Seiko Epson Corporation, Mirae Corporation and TechWing, Inc. in test handler devices, and with TSE Co., Ltd. and Secron Co., Ltd. in device interfaces. Some of Advantest’s competitors have greater financial and other resources than Advantest.

 

Advantest faces many challenges in its businesses, including increased pressure from customers to produce semiconductor and component test systems and mechatronics systems that reduce testing costs. To compete effectively and maintain and expand its market share, Advantest must continue to enhance its business processes to lower the cost of its products, as well as introduce enhancements that lower overall testing costs. Advantest also expects its competitors to continue to introduce new products with improvements in price and performance, as well as increasing their customer service and support offerings, and Advantest expects new market participants to launch low-price testers. Significant increases in competition may erode Advantest’s profit margin and weaken its earnings.

 

Advantest’s largest customers currently account for a significant part of its net sales and, in addition to the risk of Advantest’s business being harmed by the loss of one or more of these customers or changes in their capital expenditures, Advantest may not be able to recover its accounts receivables if its largest customers experience a deterioration in their financial position

 

Advantest’s success depends on its continued ability to develop and manage relationships with its major customers. A small number of such major customers currently account for a significant portion of its net sales. Sales to Advantest’s largest customer as a percentage of its total sales were approximately 20% in fiscal 2009, approximately 20% in fiscal 2010 and approximately 29% in fiscal 2011. Sales to Advantest’s five largest customers accounted for approximately 43% of its total sales in fiscal 2009, approximately 49% in fiscal 2010 and approximately 56% in fiscal 2011. The loss of one or more of these major customers or changes in their capital expenditures could materially harm Advantest’s business. Furthermore, if Advantest’s major customers experience deterioration in their financial position and are unable to fulfill their payment obligations to Advantest in accordance with the applicable terms, Advantest’s business, results of operations and financial position may be adversely affected.

 

Advantest’s product lines are facing significant price pressure

 

Price pressure on Advantest’s businesses is adversely affecting Advantest’s operating margins. Irrespective of the trend in the demand for semiconductors, there is ongoing price pressure on semiconductors, which puts continuous pressure on the market price for products in the Semiconductor and Component Test System Segment and Mechatronics System Segment. Especially with the ongoing slowdown in the semiconductor industry, price pressure is salient. During these periods, semiconductor manufacturers and test houses, which are Advantest’s customers, seek to increase their production capacities while minimizing their capital expenditures. In addition, increased competition in the market for digital consumer products and personal computers has driven down prices of these goods, subsequently creating significant price pressure on Advantest’s product lines. If prices of semiconductors continue to decline, customers may postpone capital expenditures on new equipment by remodeling or adapting the usage of existing equipment. If price pressure further increases in the future, Advantest’s financial condition and results of operations may be adversely affected.

 

Advantest may not recoup costs incurred in the development of new products

 

Enhancements to existing products and the development of new generations of products are, in most cases, costly processes. Furthermore, because the decision to purchase semiconductor and component test systems

 

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products and mechatronics systems generally involves a significant commitment of capital, the sale of this equipment typically involves a lengthy sales period and requires Advantest to expend substantial funds and sales efforts to secure the sale. Advantest’s enhancements or new generations of products may not generate net sales in excess of development and sales costs if, for example, these new enhancements or products are quickly rendered obsolete by changing customer preferences, the introduction by Advantest’s competitors of products embodying new technologies or features, the introduction by Advantest’s customers of new products that require different testing functions or the failure of the market for Advantest’s customer’s products to grow at the rate, or to the levels, anticipated by Advantest. This risk is believed to be particularly acute with respect to test systems for non-memory semiconductors because, in general, new non-memory semiconductor product lines are introduced to market more frequently than new memory semiconductor product lines. In some cases, Advantest must anticipate industry trends and develop products in advance of the commercialization of its customers’ products. This requires Advantest to make significant investments in product development well before it determines the commercial viability of these innovations. If Advantest’s customers fail to introduce their devices in a timely manner or the market rejects their devices, Advantest may not recover its investments in product development through sales in significant volume.

 

The market for Advantest’s major products is highly concentrated, and Advantest may not be able to increase sales of its products because of limited opportunities

 

The market for test systems for memory semiconductors in the Semiconductor and Component Test System Segment is highly concentrated, with a small number of large semiconductor manufacturers, foundries and test houses accounting for a large portion of total sales in the semiconductor and component test system industry. Advantest believes that this market concentration could become even more severe in the future as larger semiconductor device manufacturers, foundries and test houses acquire smaller semiconductor market participants, and as corporate restructuring, such as elimination and consolidation of businesses, progresses. Advantest’s ability to increase sales will depend in large part upon its ability to obtain or increase orders from large-volume customers. Furthermore, in the event there is an over-supply of semiconductor and component test system products on the second-hand market reflecting, among others, restructuring within the industry, Advantest faces an additional risk of losing its sales opportunities.

 

Fluctuations in exchange rates could reduce Advantest’s profitability

 

The majority of Advantest’s net sales derive from products sold to customers located outside of Japan. Of Advantest’s fiscal 2011 net sales, 88.6% were from products sold to overseas customers. Most of Advantest’s products are manufactured in Japan, but approximately 42% of Advantest’s net sales in fiscal 2011 were derived from currencies other than the Japanese yen, predominantly the U.S. dollar. If the Japanese yen remains strong, or further strengthens relative to foreign currencies (mostly U.S. dollar and, to a much lesser extent, other currencies), it would increase the prices of Advantest products as stated in U.S. dollars and in those other currencies, which could hurt sales in those countries.

 

In addition, significant fluctuations in the exchange rate between the Japanese yen and foreign currencies, especially the U.S. dollar, could require Advantest to lower its prices with respect to foreign sales of its products that are priced in Japanese yen, and reduce the Japanese yen equivalent amounts of its foreign sales for products that are based in U.S. dollars or other foreign currencies, thereby reducing its profitability overall. These fluctuations could also cause prospective customers to push out or delay orders because of the increased relative cost of Advantest’s products. In the past, there have been significant fluctuations in the exchange rate between the Japanese yen and the foreign countries in which Advantest’s sales are denominated.

 

If a natural disaster comparable to the Great East Japan Earthquake were to occur, Advantest’s business may suffer

 

If a natural disaster comparable to the Great East Japan Earthquake, which struck on March 11, 2011, were to occur, and as a result suppliers’ facilities are destroyed, public utilities such as electricity, gas, and water at the

 

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facilities suspend their services, or there is a shortage of necessary energy supply for the domestic industry, Advantest may not be able to procure necessary components or resources, and may be unable to meet market demand for the supply of its products. Furthermore, market trends for the semiconductor industry, and finished products that are closely related to semiconductors such as household electric appliances, various computer equipment and automobiles, may become uncertain. Advantest’s business may be adversely affected as a result of these factors.

 

Similar to the accident that occurred at the Fukushima Daiichi Nuclear Power Station, if a large quantity of radioactive material is released as a result of substantial damage to a nuclear power plant caused by an aftershock or a tsunami, and radiations on Advantest’s products as a result exceed the radiation standards set by importing countries, or the radiation levels in Gunma Prefecture where Advantest’s major production facilities are located exceed national radiation standards and it becomes a quarantine zone, or electricity supply becomes unstable for long periods of time due to a shut-down of nuclear plants, Advantest may be unable to meet market demand for the supply of its products, or the competitiveness of its products may be impaired and Advantest’s business may be adversely affected.

 

If Advantest’s main facilities for research and development, production or information technology systems for its businesses, or the facilities of its subcontractors and suppliers, were to experience catastrophic loss, its results of operations would be seriously harmed

 

Advantest’s main facilities for research and development for its Semiconductor and Component Test Systems and Mechatronics System Segments production, as well as many of Advantest’s service bases, are located in Japan and particularly concentrated in Gunma Prefecture and Saitama Prefecture. In addition, the main system server and the network hub are maintained in system centers approved by the Information System Management System, or ISMS, and local network servers are located in certain operations offices in Japan. As most recently evidenced by the Great East Japan Earthquake in March, 2011, Japan is a region that is susceptible to frequent earthquakes.

 

If Advantest’s facilities, particularly its semiconductor and component test system manufacturing factories, were to experience a catastrophic loss, it would materially disrupt Advantest’s operations, delay production, shipments and revenue, and result in large expenses to repair or replace the facilities. Advantest has insurance to cover most potential losses at its manufacturing facilities, other than those that result from earthquakes. However, this insurance may not be adequate to cover all possible losses. Similar disruptions to Advantest’s business may occur if the facilities of Advantest’s subcontractors and suppliers or if the facilities of Advantest’s information system network were to experience a catastrophic loss.

 

Advantest has prepared itself for crises such as large-scale natural disasters, and each department of Advantest has documented its own disaster-response procedures and manuals. Furthermore, in order to prevent any disruption of its core businesses, or in case of suspension, to re-start the suspended businesses, including the recovery of important facilities, in the shortest possible time, Advantest has formulated and is in the process of implementing a “Business Continuity Plan.” However, if Advantest cannot implement such Business Continuity Plan, or if upon implementation such Business Continuity Plan is not effective, Advantest’s core businesses could be disrupted at a time of crisis, such as large-scale natural disasters, and could take a substantial amount of time to recover.

 

Advantest’s business is subject to economic, political and other risks associated with international operations and sales

 

Advantest’s business is subject to risks associated with conducting business internationally because it sells its products, and purchases parts and components from around the world. In fiscal 2011, 62.5% of Advantest’s total net sales came from Asia (excluding Japan), a majority of which consisted of sales in Taiwan, the People’s Republic of China and Korea, 21.1% from the Americas and 5.0% from Europe. Advantest anticipates that net

 

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sales from international operations will continue to represent a substantial portion of its total net sales. In addition, some of Advantest’s distribution and support subsidiaries are located in the Americas, Europe, and Asian countries, including Singapore, Taiwan, the People’s Republic of China and Korea, and some of Advantest’s suppliers are also located overseas. Accordingly, Advantest’s future results could be harmed by a variety of factors, including:

 

   

political and economic instability, including further turmoil in connection with the European debt crisis, natural calamities, epidemics or other risks related to countries where Advantest procures its components and parts or sells its products;

 

   

trade protection measures and import or export licensing requirements;

 

   

potentially negative consequences from changes in tax laws;

 

   

risks with respect to international taxation, including transfer pricing regulations;

 

   

difficulty in staffing and managing widespread operations;

 

   

differing protection of intellectual property;

 

   

difficulties in collecting accounts receivable because of distance and different legal rules; and

 

   

risks with respect to social and political crises resulting from terrorism and war, among others.

 

We have recorded a significant amount of goodwill and other long-lived assets which may become impaired in the future

 

Advantest may be required to record an impairment charge for the difference between the carrying amount of long-lived assets and the implied fair value of long-lived assets if circumstances indicate that impairment may have occurred and the carrying amount of the assets may not be recoverable. Advantest has recorded a significant amount of goodwill on its consolidated balance sheet in accordance with U.S. GAAP and goodwill is tested for impairment at least annually. If the testing performed indicates that the carrying amount of reporting unit goodwill exceeds, the implied fair value of that goodwill, Advantest recalculates the fair value of each reporting unit goodwill and an impairment loss shall be recognized in an amount equal to that excess. Therefore, depending on the expected future cash flow of long-lived assets or business operations to which goodwill relates, Advantest may be required to record a significant impairment charge, which could have a material adverse effect on Advantest’s financial condition and results of operations.

 

Advantest’s business may be negatively affected by factors relating to its marketing and sales capabilities and its branding

 

Advantest’s business may be negatively affected by factors relating to its marketing and sales capabilities and its branding, including:

 

   

the long selling process involved in the sale of semiconductor and component test systems and mechatronics system;

 

   

the relatively small number of total units sold in the semiconductor and component test system and mechatronics system market;

 

   

order cancellations or postponement of capital expenditures by customers;

 

   

delays in collection of accounts receivable, increases in losses resulting from bad-debt or increases in provisions for doubtful receivables, reflecting the financial condition of customers;

 

   

increases in required provisions for product warranty costs and write-downs of inventory; and

 

   

any real or perceived decrease in performance and reliability of Advantest products, which could lead to a decline in Advantest’s reputation.

 

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Chemicals used by Advantest may become subject to more stringent regulations, and Advantest may be required to incur significant costs in adapting to new requirements

 

Advantest uses chemicals in the manufacturing of its products, the manufacture, processing and distribution of which are subject to environmental related laws, regulations and rules of Japanese governmental agencies, as well as by various industry organizations and other regulatory bodies in other countries. These regulatory bodies may strengthen existing regulations governing chemicals used by Advantest and may also begin to regulate other chemicals used by Advantest. While Advantest is taking measures to eliminate toxic substances included in parts used to manufacture its products, Advantest uses solder, which contains lead for mounting electronic parts and components for its products, in order to ensure the reliability of its products as a matter of priority. Further, as a method to cool some of its semiconductor and component test systems and mechatronics systems, Advantest uses fluorinated liquid which use is not currently regulated by laws. Advantest believes that it is in compliance with regulations with respect to the use of chemicals by promoting environmental policies for its products with the focus on ensuring the safety and the reliability of its products; however, Advantest must be prepared to adapt to regulatory requirements in all relevant countries as requirements change. Advantest may be required to incur significant cost in adapting to new requirements. Any failure by Advantest to comply with applicable government or industry regulations could result in restrictions on its ability to carry on or expand its operations, including being unable to sell its products.

 

Advantest could suffer significant liabilities, litigation costs or licensing expenses or be prevented from selling its products if it is infringing the intellectual property of third parties

 

Advantest may be unknowingly infringing the intellectual property rights of third parties and may be held responsible for that infringement. To date, Advantest has not been the subject of a material intellectual property claim. However, any future litigation regarding patents or other intellectual property infringement could be costly and time consuming and divert management and key personnel from Advantest’s business operations. If Advantest loses a claim, it may be forced to pay significant damages, pay license fees, modify its products or processes, stop making products or stop using processes. A license could be very expensive to obtain or may not be available at all. Changing Advantest’s products or processes to avoid infringing the rights of third parties may be costly or impractical.

 

Advantest may be unable to protect its proprietary rights due to the difficulty of Advantest gaining access to, and investigating, the products believed to infringe Advantest’s intellectual property rights

 

Advantest relies on patents, utility model rights, design rights, trademarks and copyrights obtained in various countries to actively protect its proprietary rights. For instance, with respect to the device interface market, Advantest has taken legal action based on its patent and utility model rights against manufacturers that sell replicas of Advantest’s products and, in some instances, has obtained injunctions against sales of such replicas. However, in general, it is difficult for Advantest to gain access to, and investigate, the products believed to infringe its intellectual property rights. Therefore, Advantest cannot ensure that its intellectual property rights will provide meaningful protection of its proprietary rights. Nevertheless, Advantest is focused on protecting its intellectual property rights from third party infringement and will continue to monitor and enforce its rights.

 

The technology labor market is very competitive, and Advantest’s business may suffer if Advantest is unable to hire and retain engineers and other key personnel

 

Advantest’s future success depends partly on its ability to attract and retain highly qualified engineers for its research and development and customer service and support divisions. If Advantest fails to hire and retain a sufficient number of these personnel, it may not be able to maintain and expand its business. Advantest may need to revise its compensation and other personnel related policies to retain its existing officers and employees and attract and retain the additional personnel that it expects to require.

 

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Damage, interference or interruption to Advantest’s information technology networks and systems could hinder business continuity and lead to substantial costs or harm Advantest’s reputation

 

Advantest relies on various information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, including confidential data, and to carry out and support a variety of business activities, including manufacturing, research and development, supply chain management, sales and accounting. Advantest has established the Information Security Committee and Legal/Security Control Department to address information security measures. However, attacks by hackers or computer viruses, wrongful use of the information security system, careless use, accidents or disasters could undermine the defenses established by the Information Security Committee and Legal/Security Control Department and disrupt business continuity, which could not only risk leakage or tampering of information but could also result in a legal claim, litigation, damages liability or an obligation to pay fines. If this were to occur, Advantest’s reputation could be harmed, Advantest could incur substantial costs, and it may have a material adverse effect upon Advantest’s financial condition and results of operation.

 

Product defects and any damages stemming from Advantest’s product liability could harm Advantest’s reputation among existing and potential customers and could have a material adverse effect upon Advantest’s business results and financial condition

 

Advantest manufactures its products in accordance with internationally accepted quality control standards such as ISO 9000. However, Advantest cannot guarantee that there are no defects in its products. Advantest maintains product liability insurance, but cannot guarantee that such insurance will sufficiently cover the ultimate amount of damages with respect to Advantest’s liabilities. Large scale accidents or any discovery of defects in its products could harm Advantest’s reputation for not adequately addressing defects, could cause Advantest to incur higher costs, could result in claims for damages and could have a material adverse effect upon Advantest’s business results and financial condition.

 

Risks Related to Ownership of American Depositary Shares (“ADSs”) or Common Stock

 

Japanese yen-dollar fluctuations could cause the market price of the ADSs to decline and reduce dividend amounts payable to ADS holders as expressed in U.S. dollars

 

Fluctuations in the exchange rate between the Japanese yen and the U.S. dollar may affect the U.S. dollar equivalent of the Japanese yen price of the shares on the Tokyo Stock Exchange and, primarily reflecting the foregoing, are likely to affect the market price of the ADSs. The Company has historically paid dividends on its shares twice a year. If the Company declares cash dividends, dividends on the shares represented by the ADSs will be paid to the depositary in Japanese yen and then converted by the depositary into U.S. dollars. Therefore, exchange rate fluctuations could also affect the dividend amounts payable to ADS holders following conversion into U.S. dollars of dividends paid in Japanese yen on the shares represented by the ADSs.

 

A holder of ADSs has fewer rights than a shareholder has, and must act through the depositary to exercise those rights

 

The rights of shareholders under Japanese law to take actions, including voting their shares, receiving dividends and distributions, bringing derivative actions, examining Advantest’s accounting books and records and exercising appraisal rights, are available only to holders of record on the Company’s register of shareholders. Because the depositary, through its custodian agents, is the registered holder of the shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited shares. The depositary will make efforts to vote the shares underlying a holder’s ADSs as instructed by the holder and will pay to the holder the dividends and distributions collected from Advantest. However, in the holder’s capacity as an ADS holder, that holder will not be able to bring a derivative action, examine Advantest’s accounting books and records or exercise appraisal rights through the depositary.

 

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There are restrictions on the withdrawal of shares from the Company’s depositary receipt facility

 

Under the Company’s ADS program, each ADS represents the right to receive one share. To withdraw any shares, a holder of ADSs has to surrender for cancellation American Depositary Receipts, or ADRs, evidencing 100 ADSs or any integral multiple thereof. Each ADR bears a legend to that effect. As a result, holders of ADSs are unable to withdraw fractions of shares or units or receive any cash settlement from the depositary in lieu of withdrawal of fractions of shares or units. Holders of shares representing less than one unit, or 100 shares, may require the Company to repurchase those shares, whereas holders of ADSs representing less than one unit of shares are unable to exercise this right because the holders of these ADSs are unable to withdraw the underlying shares. Under the Company’s ADS program, an ADS holder cannot cause the depositary to require the Company to repurchase fractions of shares or units on its behalf. For a further discussion of the ADSs and the ADS program, see “Description of American Depositary Receipts” set forth in the Company’s registration statement on Form F-1 filed with the Securities and Exchange Commission on July 22, 2002. For a further discussion of the Japanese unit share system, see “Additional Information—Memorandum and Articles of Association—The Unit Share System.”

 

Enforcement of Civil Liabilities

 

The Company is a limited liability, joint-stock corporation incorporated under the laws of Japan. Almost all of the Company’s directors, executive officers and corporate auditors reside in Japan. Substantially all of the Company’s assets and the assets of these persons are located in Japan. It may not be possible, therefore, for investors to effect service of process within the U.S. upon the Company or these persons or to enforce against the Company or these persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the U.S. The Company’s Japanese counsel, Nagashima Ohno & Tsunematsu, has advised the Company that there is doubt as to the enforceability in Japan, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities predicated solely upon the federal securities laws of the U.S.

 

ITEM 4. INFORMATION ON THE COMPANY

 

4.A. HISTORY AND DEVELOPMENT OF THE COMPANY

 

The Company commenced operations in July 1954, and was incorporated in December 1954 under the name Takeda Riken Industry Co., Ltd. as a limited liability, joint-stock company in Japan under the Commercial Code of Japan. At the time of incorporation, Takeda Riken’s primary business was the design, manufacture and sale of measuring instruments for Japanese electronics manufacturers. Takeda Riken started focusing on semiconductor test equipment for the semiconductor industry in 1968 and was the first to domestically produce semiconductor test equipment in 1972. In 1971, Takeda Riken entered into its first distribution agreement with a foreign distributor and, in 1973, established its first representative office in the U.S. to gather information on technology and distribution and to establish dealer relationships. These two milestones launched the Company’s long-term goal of becoming a global manufacturer of testing and measuring products. Takeda Riken has been listed on the Tokyo Stock Exchange since February 1983. Takeda Riken changed its registered name to Kabushiki Kaisha Advantest in October 1985.

 

Advantest applies its capital expenditures chiefly to the streamlining of development, production of new products, the expansion of production capacity and capital leases to its customers. Advantest’s capital expenditures were ¥3.4 billion, ¥3.8 billion and ¥7.0 billion in fiscal 2009, 2010 and 2011, respectively.

 

On July 4, 2011, Advantest acquired all of the outstanding shares of common stock of Verigy at US$ 15.00 per share, pursuant to which Verigy became a wholly-owned subsidiary of Advantest. The total purchase price is ¥78.7 billion. On April, 2012, Advantest reorganized its subsidiaries and integrates with Verigy.

 

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The Company’s principal executive offices are located at Shin-Marunouchi Center Building, 1-6-2, Marunouchi, Chiyoda-ku, Tokyo 100-0005 Japan. The Company’s telephone number in Japan is (81-3) 3214-7500.

 

The Company’s agent in the United States is Advantest America Inc., located at 3201 Scott Boulevard, Santa Clara, California 95054, U.S.A.

 

4.B. BUSINESS OVERVIEW

 

Overview

 

As of June 27, 2012, Advantest is comprised of the Company and its 29 consolidated subsidiaries and one investee which is accounted for by the equity method. Advantest conducts its business in the following segments:

 

   

Semiconductor and Component Test System Segment;

 

   

Mechatronics System Segment, focusing on peripheral devices including test handlers and device interfaces; and

 

   

Services, Support and Others Segment.

 

Semiconductor and Component Test System Segment

 

The Semiconductor and Component Test System Segment provides customers with test system products for the semiconductor industry and the electronic component industry. The products in this segment include test systems for memory semiconductors and test systems for non memory semiconductors. The test systems for non memory semiconductors are divided into test systems for SoC semiconductors, LCD driver integrated circuits and semiconductors used in car electronics.

 

Mechatronics System Segment

 

The Mechatronics System Segment focuses on peripheral devices to the semiconductor and component test systems. This business includes test handlers applying mechatronics technologies, which handle semiconductor devices and automate testing, device interfaces with measured devices, and operations related to nano-technology.

 

Services, Support and Others Segment

 

The Services, Support and Others Segment consists of comprehensive customer solutions provided in connection with the Semiconductor and Component Test System and Mechatronics System Segments, support services and an equipment lease business.

 

Sales by Segment

 

The following table illustrates net sales by each segment for the last three fiscal years.

 

     Fiscal 2009     Fiscal 2010     Fiscal 2011  

Segment

   Sales
(in millions)
    %     Sales
(in millions)
    %     Sales
(in millions)
    %  

Semiconductor and Component Test System Segment

   ¥ 32,572        61.2      ¥ 69,333        69.6      ¥ 105,608        74.9   

Mechatronics System Segment

     11,237        21.1        18,515        18.6        20,616        14.6   

Services, Support and Others Segment

     11,838        22.2        14,166        14.2        18,807        13.3   

Intercompany transactions elimination

     (2,422     (4.5     (2,380     (2.4     (3,983     (2.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Net Sales

   ¥ 53,225        100.0   ¥ 99,634        100.0   ¥ 141,048        100.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Industry Overview

 

Advantest offers products in semiconductor and component test systems, mechatronics systems, and services, support and others. Advantest’s main customers are semiconductor manufacturers, foundries and test houses. Advantest believes that the following factors promote growth of the business carried out by its main customers:

 

   

the move to lower-cost, smaller, faster and more powerful and energy efficient semiconductors and electronic components;

 

   

the increase in demand for higher performance servers and personal computers;

 

   

the increase in demand for communication devices such as tablet-type devices and smartphones;

 

   

the increase in demand for digital consumer products such as flat-panel TVs, DVD/Blu-ray disc recorders, portable audio players and electronic books;

 

   

the increasing levels of wireless high-speed data transmission worldwide reflecting the expansion of the mobile device industry;

 

   

the increasing demand for electronic devices that incorporate semiconductor and communications technologies in developing countries;

 

   

the development of higher speed and high capacity communications infrastructure; and

 

   

the increase in demand for electronic components including semiconductors and sensors, in response to technological advancement of automobiles such as electric vehicles (EV) and hybrid electric vehicles (HEV).

 

Advantest believes that these factors will continue to provide long-term growth opportunities for Advantest because they lead to additional capital expenditures by its customers, resulting in an expansion of businesses for Advantest. However, the capital expenditures of Advantest’s customers may be adversely affected by the following factors:

 

   

the level of demand for semiconductors and electronic components;

 

   

advancements in semiconductor and electronic component technology; and

 

   

changes in semiconductor and electronic component manufacturing processes.

 

Demand for Semiconductors and Electronic Components

 

Demand for semiconductor and component test systems and mechatronics systems is closely related to the volume of semiconductors and electronic components produced and the resulting capital expenditure of semiconductor manufacturers and others.

 

Semiconductors are generally classified as either memory semiconductors or non memory semiconductors. Memory semiconductors are used in electronic systems to store data and programs. Non memory semiconductors include various semiconductors that incorporate non memory circuits, which include logic and analog circuits. Logic circuits process digital data to control the operations of electronic systems. Analog circuits process analog signals translated from real world phenomena such as sound, light, heat and motion. SoC semiconductors are a subset of non memory semiconductors that combine digital circuits with analog, memory and RF circuits, among others, on a single semiconductor chip. SoC semiconductors are used in a variety of sophisticated products, including wireless communications, fiber optic equipments and digital consumer products.

 

Semiconductor sales have increased significantly over the long-term. However, semiconductors, particularly memory semiconductors, have experienced significant cyclical variations in growth rates. According to World Semiconductor Trade Statistics (WSTS), worldwide semiconductor sales in 2007 increased by approximately

 

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$7.9 billion or 3.2% to approximately $255.6 billion. However, sales in 2008 decreased by approximately $7.0 billion or 2.8% compared to the previous year to approximately $248.6 billion, mainly due to the substantial decline in the price of memory semiconductors. Sales in 2009 also decreased compared to the previous year, by approximately $22.3 billion or 9.0% to approximately $226.3 billion, mainly due to the slow economy persisting since the previous year. Sales in 2010 increased compared to the previous year, by approximately $72.0 billion or 31.8% to approximately $298.3 billion, mainly due to increased demand for electronic components in developing nations. Sales in 2011 increased compared to the previous year, by approximately $1.2 billion or 0.4% to approximately $299.5 billion, mainly due to the global economic recession and natural disasters such as the Great East Japan Earthquake and the floods in Thailand reducing production activities of electronic products. The following table sets forth the size of the market for memory semiconductors, non memory semiconductors and all semiconductors between 2007 and 2011 and the projected market size between 2012 and 2014 as compiled and estimated by WSTS as of June 2012.

 

     Actual Year ended December 31,      Projections for Years ending December 31,  
     2007      2008      2009      2010      2011            2012                  2013                  2014        
     (in millions)  

Memory

   $ 57,854       $ 46,348       $ 44,797       $ 69,614       $ 60,749       $ 58,861       $ 61,714       $ 62,470   

Non memory

     197,791         202,255         181,516         228,701         238,772         241,998         260,710         274,035   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 255,645       $ 248,603       $ 226,313       $ 298,315       $ 299,521       $ 300,859       $ 322,424       $ 336,505   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

The non memory semiconductor market is not as volatile as the memory semiconductor market because non memory semiconductors are used in a larger variety of consumer products and equipment. In periods of rapid decline in the semiconductor market, the capital expenditures of semiconductor manufacturers, including their purchases of semiconductor test systems, generally decline at a faster pace than the decline in semiconductor sales. In addition, following a downturn in the semiconductor market or a decline in the price of semiconductors, investment is generally restrained until semiconductor manufacturers determine that the market for semiconductors is experiencing a substantive recovery and accordingly, sales of semiconductor test systems generally do not experience significant increase. Advantest believes these trends will continue in the future.

 

The semiconductor market remained steady in 2007. However, the semiconductor market experienced negative growth in 2008 for the first time in seven years primarily due to the global economic crisis and further declined in 2009 reflecting the conditions continuing from the previous year. The market significantly recovered in 2010 compared to the previous year, due to a surge in demand for electronic equipment in developing nations. In 2011 the market only increased slightly compared to the previous year due to the global economic recession and natural disasters such as the Great East Japan Earthquake and the floods in Thailand reducing production activities of electronic products. According to data published by WSTS, the market for memory semiconductors is expected to decrease slightly by 3.1% in 2012 as compared with 2011, after which it is expected to grow by approximately 5% in 2013 and by approximately 1% in 2014. WSTS expects that the market for memory semiconductors will grow to approximately $62.5 billion in 2014. Advantest believes that demand for memory semiconductors will be generated in the foreseeable future by the prevalence of DDR3-SDRAM, the next generation DDR4-SDRAM, flash memory and other high-end semiconductors. WSTS estimates that the non memory semiconductor market will grow by approximately 1% in 2012, by approximately 8% in 2013, and by approximately 5% in 2014. WSTS expects that the market for non memory semiconductors will grow to approximately $274.0 billion in 2014. Advantest believes that the demand for non memory semiconductors will generally grow in the foreseeable future, led by the further prevalence of, and new developments in, digital consumer products and personal computers.

 

Advancements in Semiconductor and Electronic Component Technology

 

Advantest believes that demand for semiconductor and component test systems and mechatronics systems is also affected by the rate of change and development in semiconductor and electronic component technology. Current changes in the semiconductor and electronic component industry relate to the innovation of digital consumer products and communications technologies.

 

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Furthermore, Advantest believes that technical innovation and a growth in demand for semiconductors used in vehicles, such as electronic control units and on-board LANs, in connection with the increasing use of electronics in the automobile industry may have a big impact on the semiconductor industry and electronic components industry.

 

Demand for faster semiconductors and electronic components that are smaller in size, incorporate more functions and require less power to operate is being driven by:

 

   

growing demand for, and continuous improvements in, personal computers and digital consumer products, such as flat-panel TVs, DVD/Blu-ray disc recorders, digital cameras, electronic books and mobile phone handsets;

 

   

increase in demand for, and improvements in technology for, communication devices such as tablet-type devices and smartphones;

 

   

requirements of communications network equipment, such as network routers, switches and base stations, as well as wireless handsets and other Internet access devices, to enable advances in Internet hardware and software applications, increases in infrastructure performance and simplification and miniaturization of Internet access devices; and

 

   

the move from vehicles with internal combustion engines to hybrid or electric vehicles partially or wholly driven by electric motors in response to society’s increasing call for environmental measures and greater energy efficiency

 

Demand for personal computers, servers, smartphones and tablet-type devices with higher performance and capabilities are also driving changes in the memory semiconductor sector. This demand is causing manufacturers to shift to the production of the DDR4-SDRAM high-speed data transfer memory semiconductor, and to further expand production of lower power LPDDR2 for mobile devices and large capacity and nonvolatile and high-speed read or writable flash memory semiconductors. Advantest believes that this shift is creating demand for test systems for memory semiconductors capable of handling these new types of memory semiconductors, as well as contributing to a reduction in testing costs. In addition, Advantest believes that additional demand for mechatronics systems, including test handlers and device interfaces connecting semiconductor devices and semiconductor test systems, will be created and will grow in line with advances in semiconductor technologies.

 

The development of SoC semiconductors with smaller size, higher performance and lower power consumption has created demand for sophisticated semiconductor and component test systems that can simultaneously test SoC semiconductors’ logic, analog and memory circuits. Further innovations in non memory semiconductor technologies including SoC semiconductor technology are expected, and Advantest believes these innovations will create demand for new, high-performance semiconductor and component test systems optimized for use with these advanced semiconductors.

 

Advantest believes that the integration of non memory semiconductors into a range of digital consumer products will drive demand for test systems for non memory semiconductors which contribute to the reduction of testing costs. Non memory semiconductors are often customized for applications in specific products, which results in a large variety of non memory semiconductors that are often produced in relatively smaller volumes.

 

Changes in Semiconductor and Electronic Component Manufacturing Processes

 

Semiconductor and electronic component manufacturers are promoting production outsourcing, technological innovation in manufacturing processes and testing technology to improve productivity.

 

Production Outsourcing

 

In recent years, semiconductor manufacturing and testing processes have become more complex and capital intensive. Primarily reflecting the foregoing, an increasing portion of the manufacturing and testing functions are

 

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being subcontracted out, not only by fabless companies, but also by industrial, design and manufacturing companies which had previously designed and manufactured semiconductors, in order to reduce capital expenditures. This trend has resulted in an increase in the number of test houses that accept test process outsourcing and foundries that accept manufacturing process outsourcing. Foundries either perform testing in-house or outsource their testing needs to test houses. This trend towards production outsourcing, particularly to test houses, has increased the number of potential customers for semiconductor test system manufacturers, although it has not significantly affected the total demand for Advantest’s products. In addition, Advantest believes that it is most appropriate to use semiconductor and component test systems which have been designed using module structure, which enables the formation of semiconductor test systems that can meet the multiple needs of the customers of test houses and foundries. Outsourcing has also been utilized for electronic component manufacturing.

 

Technological Innovation in Manufacturing Processes

 

One of the innovations in semiconductor manufacturing processes is the use of 300 millimeter wafers. Wafers are circular flat pieces of silicon from which multiple semiconductor chips are made using photo-etching and other manufacturing processes. The use of 300 millimeter wafers allows manufacturers to increase semiconductor production per wafer twofold or more when compared to production using the conventional 200 millimeter wafers. From 2007, investment has remained at low levels mainly due to factors such as excess supply and increased price competition. However from the latter half of 2010, as a result of a rapid expansion of the mobile device market which resulted in an increase in the manufacture of low power memory, capital expenditures related to 300mm wafers have increased, and demand for new semiconductor and component test systems and test handlers has been increasing.

 

New Testing Technologies

 

Semiconductor designers and manufacturers are striving to further reduce costs in connection with manufacturing semiconductors, especially the cost of testing semiconductors. Thus, there is a stronger demand for semiconductor test systems that can simultaneously test more semiconductors and accommodate a larger number of pins at higher speeds and with high throughput capabilities. On the other hand, there is an increasing pressure on semiconductor test systems to be energy efficient, smaller in size and less expensive. In order to respond to this demand, semiconductor test system manufacturers are taking measures to reduce semiconductor test system costs by making the development and manufacturing process of semiconductor test systems more efficient, strengthening peripheral devices such as test handlers and device interfaces and improving service and support systems. Furthermore, although certain semiconductors are now tested in a simplified manner in which self-test technologies are designed into circuits, or are tested in a manner that is close to actual operation by using firmware used to operate final products or even sold without being tested, Advantest believes that it has become increasingly important for semiconductor test systems to ensure the reliability of semiconductors since semiconductors are expected to become more complex and advanced going forward.

 

Advantest believes that semiconductor and electronic component manufacturing processes will continue to evolve. The introduction of new manufacturing processes will likely result in test costs constituting a higher percentage of the total cost of manufacturing and, therefore; increase price pressure on the semiconductor test system industry. Furthermore, advances in the semiconductor and electronic component industry will require semiconductor test systems with new and more sophisticated testing functions. Advantest believes that these trends provide it with an opportunity to distinguish itself from its competitors through the delivery of new products that are priced and designed to meet the specific needs of its customers.

 

Business Strategy

 

Advantest is currently facing a challenging business environment primarily due to the recent downturn in the global economy and weakened demand for semiconductors. In order to create a stable foundation amidst the

 

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fast-changing and challenging semiconductor market, on July 4, 2011, Advantest acquired Verigy, pursuant to which Verigy became a wholly-owned subsidiary of Advantest. On April, 2012, Advantest reorganized its subsidiaries and integrates with Verigy. Furthermore Advantest has established the following core business goals to achieve mid- to long-term growth:

 

   

focusing on the development of semiconductor test systems which can respond to changes in capabilities of memory and non memory semiconductors;

 

   

increasing its market share for test systems for non memory semiconductors and maintaining its large market share for test systems for memory semiconductors;

 

   

increasing its market share for test handlers for memory and non memory semiconductors;

 

   

developing, designing and supplying high quality device interfaces in a shorter period of time;

 

   

reducing product cost of goods to withstand price pressures on products

 

   

enhancing its operating efficiency to improve profitability, through promotion of production innovations;

 

   

strengthening its ability to provide comprehensive solutions to satisfy customer needs; and

 

   

promoting the development and establishment of new businesses in the measuring instruments field outside of its semiconductor-related business.

 

To achieve these goals, Advantest plans to:

 

Continue to address industry trends, identify customer needs and deliver new products ahead of its competitors

 

Advantest will continue to work closely with major semiconductor manufacturers beginning in the product design stage of semiconductor and component test systems to understand customer needs relating to emerging technologies and applications. Based on this knowledge and its technological expertise, Advantest seeks to develop more advanced semiconductor and component test systems, test handlers, device interfaces and comprehensive solutions ahead of its competitors. For example, Advantest is pursuing the following strategies:

 

   

developing semiconductor and component test systems with increased test speeds and throughput capabilities and test handlers in line with the technological development of memory semiconductors and non memory semiconductors;

 

   

proactively developing products to address the recent shift in emphasis in the semiconductor industry toward front-end testing of dies;

 

   

actively applying high-frequency analog technology developed for measuring instruments for the wireless communications market to test systems for non memory semiconductors including test systems for SoC semiconductors;

 

   

in addition to Advantest’s existing technologies, actively utilizing Verigy’s technologies, including the high-frequency test technology or the per-site processor architecture, and promoting product development that utilizes the strengths of both companies;

 

   

developing testing solutions for complexed IC incorporating RF, logic and memory chips in a single package in order to achieve IC with advanced 3D integration as well as downsizing and technical advantages with TSV technology;

 

   

offering semiconductor and component test systems and device interfaces with high throughput in order to test recent devices incorporating interfaces with data rates of several gigabits per second; and

 

   

developing device interfaces that can optimize the performance of semiconductor and component test systems and test handlers in responding to semiconductors with higher speed and large pin counts.

 

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Strengthen the test system business for non memory semiconductors

 

Advantest believes that in 2011 the market for test systems for non memory semiconductors was approximately four times the size of the market for test systems for memory semiconductors. Advantest has therefore devoted its resources to develop test systems and modules for non memory semiconductors to meet the demands of a large number of manufacturers for the testing of a wide variety of non memory semiconductors.

 

Advantest is utilizing the test module structure in test systems for non memory semiconductors. Advantest believes the primary benefits of these test module structures are reduced testing costs. In addition, Advantest hopes that the reduction in testing costs, and thus the lowering of overall manufacturing costs of non memory semiconductors, will help foster further demand for non memory semiconductors to be used in digital consumer products and other products.

 

Furthermore, through its integration with Verigy, Advantest aims to utilize the strengths of both companies to rapidly develop efficient, low cost products to break into the low-end non memory device market and high-speed telecommunications market that were previously difficult to enter into.

 

Focus sales and support efforts on key customer accounts

 

Advantest believes that a small number of large semiconductor manufacturers, foundries and test houses account for a large portion of total sales in the semiconductor and component test system industry. Advantest sells semiconductor and component test systems and mechatronics systems to many of these customers and supports them on a regular basis. Advantest is seeking to continue to expand its business with these key customers and develop new relationships with the remaining potential major customers. Many of Advantest’s sales and support offices are located near the corporate headquarters or main research and development and manufacturing facilities of these key customers. In addition, in Europe, the U.S. and Asia, Advantest is further expanding its customer base and strengthening technical support and services by utilizing offices near the customer base of Verigy (now acquired by Advantest). These offices also facilitate Advantest’s efforts to continue conducting collaborative development activities with leading semiconductor manufacturers.

 

Advantest acquired Verigy, then Advantest reorganized its subsidiaries and integrates with Verigy

 

On July 4, 2011, Advantest acquired all of the outstanding shares of common stock of Verigy, a leading manufacturer of semiconductor test systems, which became a wholly-owned subsidiary of Advantest. In April, 2012, Advantest reorganized its subsidiaries and integrates with Verigy, and currently sells Verigy’s products under the Advantest brand. The purpose of this acquisition and business combination is mainly threefold as set out below.

 

(1) Highly Complementary Technology and Products

 

Building on Advantest’s strength in memory semiconductor test systems and mass production lines and Verigy’s strength in non memory semiconductor test systems and research and development, Advantest expects to drive technological innovation in the more comprehensive field of automatic semiconductor test equipment. Advantest will also work to enhance growth and profitability by reallocating resources currently devoted to areas of duplicative research and development, with a goal of accelerating Advantest’s combined technical capabilities and developing new business.

 

(2) Customer Relationships

 

Advantest will have a wide and comprehensive range of products, which will enable it to provide customers with the most advanced collection of test solutions, such as improved test efficiency and reduced cost. Expanding Advantest’s scale of operations is also expected to enhance Advantest’s ability to provide long-term and consistent service to Advantest’s customers.

 

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(3) Global Business Development

 

Through the combination of Advantest, which has developed its business primarily in Japan and Asia, and Verigy, which has a significant presence in the United States and Europe, Advantest intends to expand its global customer base. Advantest expects to accelerate its globalization efforts at the operation level by acquiring excellent human resources on a global scale.

 

Products

 

As of fiscal 2011, Advantest’s main products are products developed, manufactured and sold in the Semiconductor and Component Test System Segment and Mechatronics System Segment. They are as follows:

 

Semiconductor and Component Test Systems Segment

 

Semiconductor and component test systems are used during the semiconductor and electronic component manufacturing process to confirm that a semiconductor functions properly. Semiconductor and component test systems consist of test systems for memory semiconductors and test systems for non memory semiconductors.

 

The following table sets forth the amount of net sales of Advantest’s semiconductor and component test systems, for memory and non memory semiconductors for the periods presented.

 

Category

   Fiscal 2009      Fiscal 2010      Fiscal 2011  
     (in millions)  

Test systems for memory semiconductors

   ¥ 12,444       ¥ 30,016       ¥ 25,913   

Test systems for non memory semiconductors

     20,128         39,317         79,695   
  

 

 

    

 

 

    

 

 

 

Total

   ¥ 32,572       ¥ 69,333       ¥ 105,608   
  

 

 

    

 

 

    

 

 

 

 

Test Systems for Memory Semiconductors

 

Advantest’s test systems for memory semiconductors are test systems designed to test high-speed/high performance and low power consumption DRAM semiconductors used in personal computers, servers, smartphones and tablet-type devices as well as flash memory semiconductors used in digital consumer products and communication devices such as smartphones.

 

Test systems for memory semiconductors consist of a mainframe and one or more test heads. During testing, a device interface is attached to the test head. During the front-end testing process, wafers are loaded by a prober and are connected to the test system for memory semiconductors through the device interface. Electric signals between the die and the test systems for memory semiconductors are transmitted through probe pins located in the device interface and tested. After front-end testing is completed, the wafer is diced into separate dies and properly functioning dies are packaged. During back-end testing, test handlers are used to load these packaged devices onto the test heads, and electric signals are transmitted between the devices and the test heads via the device interface and tested. The test results are analyzed by the test systems for memory semiconductors’ hardware circuits and software programs. Customized software programs for each semiconductor are required to analyze the semiconductor tests and test data.

 

Characteristics of the performance and other characteristics of test systems for memory semiconductors that are important to customers include:

 

Throughput. Throughput is measured by the number of semiconductors that can be tested by test systems for memory semiconductors during a specified time.

 

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Test Speed. Test speed is the speed at which the test systems for memory semiconductors test semiconductors during testing. Test speed is measured in terms of hertz (Hz), or Bits Per Second (bps).

 

Timing Accuracy. Timing accuracy is the test system for memory semiconductors’ accuracy of control over the timing of testing signals generated.

 

Maximum Pin Count. Maximum pin count is the number of channels for test signals (at the maximum) used by test systems for memory semiconductors.

 

Size. Smaller machines reduce the amount of floor space occupied and electricity consumed by the test systems for memory semiconductors.

 

Temperature. Semiconductor manufacturers perform tests on semiconductors at varying temperatures to ensure proper operation under extreme conditions.

 

Compatibility. Test systems for memory semiconductors that are compatible with predecessor systems cut down on the time required to develop new test programs and otherwise allow for effective utilization by customers of existing resources.

 

Quality. Quality is determined by the reliability of test results produced and whether the equipment can maintain stable operation under different testing environments.

 

Advantest estimates that its market share in test systems for memory semiconductors was approximately 37% in fiscal 2009, but recovered to approximately 62% and 57% (which includes Verigy for 2011) in 2010 and 2011, respectively, as a result of increasing capital expenditure in test system for DRAM semiconductors. Advantest has a substantially larger market share in test systems for DRAM memory semiconductors than in test systems for flash memory semiconductors. Advantest is currently seeking to increase its market share in test systems for flash memory semiconductors.

 

Advantest’s main product lines of test systems for memory semiconductors are the T5500 series, the T5300 series, the T5700 series, HSM series and V6000 series.

 

T5500 Series. The T5588 is a test system for mass production suitable for testing speeds of up to 800 Mbps for DDR3-SDRAM cell testing and LPDDR. The T5503 and T5503A are memory semiconductor test systems suitable for the mass production of DDR3-SDRAM, LPDDR2 and LPDDR3 (1 Gbps-2 Gbps class high-speed memory semiconductors). The T5511, which is the top of the range model in the T5500 series, is a memory semiconductor test system which can handle testing speeds of up to 8 Gbps and is suitable for the evaluation and production of ultra high-speed memory semiconductors such as DDR4-SDRAM and GDDR. The T5500 series are Advantest’s best selling line of test systems used for the back end testing of DRAM semiconductors.

 

T5300 Series. The T5383 is a test system for the front-end testing of DRAM semiconductors and for the back-end testing of flash memory semiconductors. The T5383, which is capable of simultaneously testing up to 384 devices, is a test system with a maximum testing rate of 286 MHz/572 Mbps, which is twice the testing rate of Advantest’s previous model. This allows for DRAM wafer testing “at speed” testing, or testing for KGD, and back-end testing for flash memory semiconductors, at high-speed and with high-throughputs capabilities. The T5385, which is capable of simultaneously testing up to 768 devices with a maximum testing rate of 266 MHz/533 Mbps, succeeds the T5383. The T5300 series is Advantest’s best selling test systems for memory semiconductors product line for front-end testing of DRAM semiconductors and for back-end testing of flash memory semiconductors.

 

T5700 Series. Because variations in memory cell characteristics must be kept within a defined range, front-end testing for flash memory semiconductors require more types of testing than is required in front-end

 

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testing for DRAM semiconductors. Accordingly, front-end testing for flash memory semiconductors contributes to higher testing costs. Furthermore, although the volume of production with respect to NAND-type flash memory semiconductors is rapidly growing, prices have fallen substantially and there is a demand for higher efficiency for test systems. As a result, by specializing in NAND-type flash memories Advantest introduced the T5773 memory test system, which enabled a significant reduction in testing costs compared to existing products. The T5700 series will provide effective solutions that will enable everything from design to mass production of flash memories.

 

HSM Series. The HSM series are test systems developed by Verigy for the research and development and mass production of high-speed DRAM. The products in this series are capable of test speeds from 2 Gps to 8Gps. Products can be upgraded by exchanging certain parts or modules, allowing users to set up an optimal system in a timely manner for minimal cost as memory device speeds increase.

 

V6000 Series. The V6000 series are test systems developed by Verigy for the research and development and mass production of flash memory. The V6000 series as a test system for flash memories is capable of industry class-leading test speeds of 880 Mbps. The test systems are made so that they can be attached to both wafer probers and handlers, and can be switched to back end or front end lines depending on the user’s needs. As the test systems have multiple test controllers, they can realize high productivity in MCP-type memory device testing as well as flash memory.

 

Test Systems for Non Memory Semiconductors

 

Advantest’s main line of test systems for non memory semiconductors relates to test systems for SoC semiconductors, test systems for LCD driver integrated circuits, test systems for image sensor and test systems for semiconductors used in car electronics. Test systems for SoC semiconductors test SoC semiconductors that combine circuits such as digital, analog, memory and RF circuits on a single semiconductor chip. Test systems for LCD driver integrated circuits test semiconductors with specific functions, such as LCD driver integrated circuits that display images on LCD panels. The factors that are important to customers in the performance and other characteristics of test systems for memory semiconductors described above also apply to test systems for non memory semiconductors. Advantest’s market share in test systems for non memory semiconductors was approximately 47% (which includes Verigy for 2011) as a result of the integration with Verigy in fiscal 2011, compared with approximately 18% in fiscal 2010.

 

Advantest’s main product lines of test systems for non memory semiconductors are the T2000, the V93000 series, the T6500 series, the T6300 series and the T7720 series.

 

T2000. In 2003, Advantest introduced to the market the T2000 test systems for non memory semiconductors which used the test module structure. Advantest believes that the development of modules for the T2000 compatible semiconductor test systems for non memory semiconductors and the increase in product lineup will increase Advantest’s market share in test systems for non memory semiconductors. Main compatible component modules for the T2000 include modules designed for digital testing, power supply testing, analog testing, power device testing, image sensor testing and RF testing. Mainframes for the T2000 may be chosen to meet customers’ needs. Furthermore, Advantest developed the EPP (Enhanced Performance Package) which is a new system option. Advantest believes that introducing EPP compatible modules into the market will help customers reduce testing costs and testing development time.

 

V93000 series. The V93000 series are non memory semiconductor test systems developed by Verigy, using a test module structure. These products feature test processor per pin architecture and scalable platform and as a result of higher performance and lower test costs, Advantest believes that these products are capable of expanding their share of the non memory semiconductor test system market. The main modules in the line up are the top of the line 12.8 Gbps digital module, 6 GHz BW analog module, 8 GHz RF module and DC module.

 

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T6500 Series. The T6577 test systems for SoC semiconductors in the T6500 series were primarily developed to test MCU and SoC semiconductors that control digital consumer products at the production lines. The T6500 series is approximately one-third in size and uses approximately 50% less power than Advantest’s predecessor product line.

 

T6300 Series. The T6300 series are test systems for LCD driver integrated circuits used with high-definition LCD displays. A maximum of 1,536 LCD testing pins may be used with the T6362 and T6372 systems and a maximum of 3,072 LCD testing pins may be used with the T6373 system. Each of these systems can simultaneously test multiple LCD driver integrated circuits.

 

T7720 Series. The T7721, T7722 and T7723 are test systems for non memory semiconductors for mixed signal integrated circuits. The T7723 targets highly complex semiconductors used in car electronics and is the result of the development of Advantest’s constituent technology that measures analog signals. Also, the T7723 uses a direct current signal generator with a range of 150V to 64V and floating power supply of 60V/10A or 30V/30A (pulse), utilizes up to a maximum of 256 pins, and has the capacity to simultaneously measure multiple devices.

 

Mechatronics System Segment

 

The main products in the Mechatronics System Segment are test handlers which handle semiconductor devices and automate the testing, and device interfaces which are the interfaces with devices being tested.

 

Test Handlers

 

Test handlers are used with semiconductor and component test systems to handle, condition temperature, contact and sort semiconductors and other electronic components during the back-end testing of the semiconductor manufacturing process.

 

Advantest’s test handlers are sold primarily in conjunction with the sale of its semiconductor and component test systems. A majority of Advantest’s test handlers for memory semiconductors, measured in units, are sold to customers of Advantest’s semiconductor and component test systems. Advantest’s test handlers are compatible with the semiconductor and component test systems of its competitors.

 

Test handlers are designed with different characteristics for memory and non memory semiconductors. Memory semiconductors require relatively long test times. Advantest’s test handlers for memory semiconductors handle up to 512 semiconductors per test head at a time. Non memory semiconductors, including SoC semiconductors, require relatively short test times. Advantest’s test handlers for non memory semiconductors require short time and handle up to 16 semiconductors at a time.

 

Test Handlers for Memory Semiconductors. The M6242 test handler for test systems for memory semiconductors, including DDR-3SDRAM, can handle up to 512 semiconductors at a time. The M6242’s maximum throughput is 42,200 semiconductors per hour through the use of a new high-speed handling technology that shortens the time between tests to approximately half of the time associated with Advantest’s ordinary model. In addition, the M6242 has a built-in temperature control device which can minimize the temperature fluctuation within a 1.5°C range for temperatures between -10°C and 100°C. Advantest also has other test handler product line for test systems for memory semiconductors that meet varying cost and functional needs of its customers.

 

Test Handlers for Non Memory Semiconductors. Advantest’s test handlers for non memory semiconductors, including SoC semiconductors, are the M4841, the M4741A and the M4742A, among others. With a rate of 16 semiconductors at a time, the M4841 can handle approximately twice as many semiconductors at a time as Advantest’s previous model. The M4841’s maximum throughput of up to 18,500 semiconductors per hour is triple the maximum throughput of the previous model. Furthermore, the M4841 is also capable of testing in a wide range of temperatures, from as low as -55°C or as high as 125°C.

 

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The M4741A employs the vision alignment system which enables high-accuracy positioning of contact sockets for smallsized/narrow-pitched integrated circuits used in cellular phones and other products. Through the adoption of the vision alignment system, various types of measurement device can be operated under certain conditions without switching the change kit. M4742A realizes a reduction in contact pitch exchange time in handling of various products, visualization of operation screen, visibility check of internal devices, and improvement of operability, hence contributing to the reduction of test costs.

 

In addition, as a common feature in Advantest’s test handlers for memory/non memory semiconductors, numerous functions to improve operating rate are installed.

 

Device Interfaces

 

Device interfaces are components which transmit test signals between the device being tested and the semiconductor and component test system. These components are divided into motherboards, socket boards, performance boards and sockets all of which transmit signals to compatible components of a device under test; components compatible with a test handler device; and device interfaces and change kits with a device handling mechanisms and contact mechanisms, and probe card for front-end testing.

 

Advantest develops and manufactures device interfaces for semiconductor and component test systems and supplies device interfaces such as high performance and high density connectors, socket boards and sockets to meet the demands of next- generation semiconductors that are becoming more high-speed and more diversified. Advantest believes that the rate at which new semiconductor designs are introduced to market will continue to increase in the long term, and customers’ requests to accelerate development of main parts of device interfaces that are compatible with such new semiconductor designs will increase accordingly.

 

Motherboards: For test systems for memory semiconductors, Advantest provides motherboards capable of handling a maximum of 512 semiconductors at a time. For test systems for non memory semiconductors, Advantest provides motherboards that are compatible with a maximum of 3,072 signals. Advantest also provides motherboards designed for use in front-end testing.

 

Socket Boards and Performance Boards: Advantest provides custom manufacturing of socket boards and performance boards for each device under test in accordance with customers’ specifications.

 

Sockets: Advantest provides sockets for test systems for memory semiconductors. Advantest provides low-inductance (0.4nH) sockets and fine pitch (0.4mm) sockets for semiconductors that are becoming more high-speed and more compact in size.

 

Change Kits: Advantest provides carrying and contacting mechanism components compatible with each device under test for test handlers for memory semiconductors and test handlers for non memory semiconductors.

 

Probe Card: Advantest provides probe card used for the front-end testing for memory semiconductors.

 

Advantest competes with numerous small and independent electronics manufacturers in providing device interfaces for its semiconductor and component test systems. However, Advantest believes that as the complexity of the testing requirements of next-generation semiconductors increases, Advantest will enjoy competitive advantages by applying its technical knowledge, such as high speed signal transmission, derived from designing and manufacturing semiconductor and component test systems to device interfaces.

 

Customers

 

Advantest’s semiconductor and component test systems and mechatronics systems are shipped and delivered to world’s leading semiconductor manufacturers, as well as some foundries and test houses. Sales to

 

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INTEL Corporation in fiscal 2009, INTEL Corporation and Hynix Semiconductor Inc. in fiscal 2010 and INTEL Corporation and Samsung Electronics Co., Ltd. in fiscal 2011 each accounted for 10% or more of Advantest’s net sales in each of those respective years. Advantest’s five largest customers, all of which are semiconductor and component test system customers, accounted for approximately 43% of net sales in fiscal 2009, approximately 49% in fiscal 2010 and approximately 56% in fiscal 2011.

 

Geographic Sales

 

Of Advantest’s fiscal 2011 net sales, 88.6% were derived from products sold to customers located outside Japan. The following table sets forth Advantest’s net sales by geographic area, as well as net sales by geographic area as a percentage of total net sales, for Advantest’s last three fiscal years. Net sales are classified into geographic areas based on the location to which the products are shipped.

 

     Fiscal 2009     Fiscal 2010     Fiscal 2011  

Market

   Net Sales
(in millions)
     %     Net Sales
(in millions)
     %     Net Sales
(in millions)
     %  

Japan

   ¥ 11,976         22.5      ¥ 22,398         22.5      ¥ 16,095         11.4   

Asia (excluding Japan)

     34,182         64.2        65,706         65.9        88,196         62.5   

Americas

     4,930         9.3        9,278         9.3        29,742         21.1   

Europe

     2,137         4.0        2,252         2.3        7,015         5.0   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   ¥ 53,225         100.0   ¥ 99,634         100.0   ¥ 141,048         100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

Japan. Advantest enjoys a significant market position in Japanese markets for test systems for memory semiconductors, with a market share of approximately 73% in 2011. In addition, Advantest had a market share of approximately 48% in the Japanese test systems for non memory semiconductors market in 2011. Sales of SoC semiconductors in the Japanese non memory semiconductor market were led by peripheral devices predominantly consisting of Blu-ray disc recorders and flat-panel TVs in 2010, but 2011 was a significant change and sales were led by analog/power devices and CMOS image sensor devices. Advantest is working to maintain and expand its large market share in Japan by continuing to work closely with its major customers to identify their needs during the early stages of their product development cycles. Since 2011 Japan’s semiconductor manufacturers have been increasingly outsourcing its manufacturing to Taiwan, Korea and China rather than investing in-house, and Advantest has also been actively pursuing outsourcing its manufacturing support overseas.

 

Asia (excluding Japan). Asia is the largest market for semiconductor and component test systems and mechatronics systems, with semiconductor manufacturers, assembly makers and test houses located in Taiwan, Korea, the People’s Republic of China and Singapore accounting for a majority of semiconductor production in Asia. Advantest views its relationships with these companies as critical to its semiconductor and component test system and mechatronics system business. Many Japanese, U.S. and European semiconductor manufacturers have shifted production to Asia, either to subsidiaries or foundries and test houses. Capital expenditure decisions for subsidiaries are usually made at the Company’s headquarters. Foundries and test houses, a majority of which are located in Taiwan, often consult with their customers before investing in semiconductor and component test systems. Therefore, Advantest’s performance in Asia will also depend on its ability to maintain strong relationships with customers in Japan, the U.S. and Europe. In addition, some of Advantest’s customers have partnered with semiconductor manufacturers in Asia and outsourced manufacturing processes, thus further increasing the reliance on net sales to the Asia geographic market.

 

Americas. Advantest’s marketing efforts in this region are centered in the United States, which accounted for approximately 21% of its total sales in fiscal 2011. Advantest’s market share of semiconductor and component test systems sold in the U.S. increased by approximately 63% (which includes Verigy for 2011) as a result of the integration with Verigy compared to a 16% increase in 2010. Semiconductor and component test systems are marketed and sold in the Americas primarily through Advantest’s subsidiary, Advantest America, Inc.

 

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Europe. Sales in Europe constituted approximately 5% of Advantest’s sales in fiscal 2011. Advantest’s market share of semiconductor and component test systems sold in Europe increased by approximately 40% (which includes Verigy for 2011) as a result of the integration with Verigy from approximately 8% in 2010. Advantest’s principal European markets are Germany, Italy and France.

 

Sales and Marketing

 

Advantest has further expanded its sales channels as a result of its integration with Verigy, and sells its semiconductor and component test systems and mechatronics systems globally. Advantest’s direct sales department includes engineers who have in-depth knowledge of the customer’s business and technology needs. Currently, Advantest has sales offices in Japan, Taiwan, Singapore and other parts of Asia, the Americas and Europe. Advantest maintains its sales and support centers in close physical proximity to key customer sites to identify its customers’ needs in the early stage of product development and to provide required support in a timely fashion. Advantest is also strengthening its relationships with test houses through limited minority investments as a part of its sales and marketing strategy. In addition, Advantest offers operating lease contracts for semiconductor and component test systems through its subsidiary, Advantest Finance Inc.

 

Advantest believes that the best marketing strategy is to demonstrate the ability to develop products that meet the customer’s specific needs, produce and deliver them in the required time and quantity, and support the customer and the product with sufficient technical and maintenance support. Advantest holds exhibitions from time to time to demonstrate and market its products to target customers. Advantest also markets its products by participating in industry trade shows and advertising in trade magazines.

 

Support and Customer Service

 

Advantest’s support and customer service programs are designed to respond to all of the semiconductor testing-related needs of its customers. Advantest provides its services through its worldwide network of sales and customer support offices. These services consist of the following elements:

 

   

Testing Technology Support. Advantest engineers work with customers from the design phase of new products to the development of testing methods and device interfaces. Advantest also supports customers’ initiatives to reduce costs at the large-scale production phase by proposing procedures to improve production yield and throughput, and offering advice in connection with the operation of semiconductors and component test systems and other test products.

 

   

Application Software Support. Each different semiconductor design requires customized software programs for analysis of test data. As a part of its solution services, Advantest engineers assist customers in designing device interface, application software and test programs that optimize production throughput, reliability and capacity.

 

   

Procurement Support. The procurement process for semiconductor and component test systems and mechatronics systems is time consuming and complicated. Semiconductor and component test systems consist of a combination of multiple components, including test handlers or probers, device interfaces and software. Advantest sales personnel and engineers work with customers to identify the semiconductor and component test systems and mechatronics systems and related optional functions that best address their needs.

 

   

Installation and Warranty Support. The introduction of a new line of semiconductors by a manufacturer typically requires either the purchase of new semiconductor and component test systems and mechatronics systems or warranty support for the customer’s existing system. Upon the sale of a new system, Advantest’s engineers provide installation services and work with the customer to integrate the purchased system with the customer’s existing manufacturing infrastructure.

 

   

Training Support. Advantest engineers prepare customer training materials related to the operation and maintenance of Advantest’s semiconductor and component test systems and mechatronics systems, and offer their customers suitable training on-site and at Advantest’s facilities in a timely manner.

 

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Maintenance Support. Advantest’s maintenance support services consist of:

 

   

Call Center Support. Advantest previously offered call center support services for hardware and software in Japan. However, as a result of the integration with Verigy, Advantest now offers call center support services to customers in Japan, Singapore, U.S. and Germany.

 

   

Internet Support. The Advantest customer support website offers maintenance tips and access to a database with possible solutions to semiconductor and component test system problems. Advantest customers can also make on-line requests for maintenance work and check the status of equipment sent in for repair through Advantest’s web page.

 

   

Repairs and Parts. Requests for repairs or parts can be made through the Advantest website or by phone. Advantest has established a system under which it endeavors to deliver requested parts to customers in Japan within 24 hours of request, and for customers in Asia (excluding Japan), the Americas and Europe within 48 hours. Equipment for maintenance is located in Germany, Singapore and Japan to supplement each other in the event of a major natural disaster. To provide for quick and efficient repairs, Advantest’s repair factories in Japan serve as the hub, and those in Germany, Singapore, U.S., Korea, Taiwan and China also undertake repairs of test boards.

 

   

Remote Surveillance. Advantest can equip its semiconductor and component test systems with a remote surveillance function. This function allows Advantest engineers to remotely monitor the performance of its customers’ semiconductor and component test systems for more timely and effective maintenance.

 

   

Worldwide Presence. Advantest provides maintenance support through customer support centers in Japan; other parts of Asia, including Korea, China, Taiwan and Singapore; the Americas and Europe.

 

Manufacturing and Supplies

 

Advantest’s principal factories at which semiconductor and component test systems and mechatronics systems are manufactured are its Gunma Factory and Gunma Factory 2 located in Gunma Prefecture, Japan and Jabil Circuit Sdn Bhd’s Penang Factory in Malaysia to which manufacturing is outsourced. Printed circuit boards, on which electronic parts and other components are mounted, for use in these products are manufactured at the Gunma Factory 2. The Gunma Factory assembles final products and conducts tests. Jabil Circuit Sdn Bhd’s Penang Factory produces Verigy semiconductor and component test system printed circuit boards and assembles the final products and conducts tests. The Gunma Factory is highly automated, and testing and production systems within the factory are interconnected by a sophisticated local area network using advanced data management software. This network allows Advantest factory managers to check on the status of systems under production at any given time.

 

Advantest uses a sophisticated enterprise resource planning (ERP) system that processes new information on a real time basis and converts sales order information into production specifications and manufacturing plans. This system also interconnects Advantest’s multiple production and warehousing facilities to its information network.

 

Advantest has integrated many production processes in an effort to introduce a new production system based on the just-in-time production system and to improve upon the existing production system with a view to attaining a shorter production cycle, cost reduction and reduction of inventories.

 

Advantest is reducing its electricity consumption and setting up its own electricity generator in order to avoid manufacturing disruptions as a result of possible future scheduled blackouts as a result of the Great East Japan Earthquake and the nuclear power plant accident.

 

Advantest purchases substantially all of its components and parts from outside suppliers.

 

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The average costs of components and parts used by Advantest during the last three fiscal years have remained relatively stable. Advantest believes this relative price stability results from the fact that Advantest negotiates the terms of the purchase orders directly with its suppliers and the fact that the prices of the made-to-order components set forth in the purchase orders are primarily influenced by the technical specifications of the relevant components and parts.

 

Device interfaces, one of Advantest’s products in its Mechatronics System Segment, are manufactured in Japan as well as overseas, including in Korea, Taiwan and Malaysia, in order to reduce lead time and reduce manufacturing costs.

 

Seasonality

 

As Advantest’s sales levels of semiconductor and component test systems and mechatronics systems are not dependent on any particular season and are subject, in large part, to sales levels of the semiconductors in the market that can fluctuate significantly from year to year, Advantest does not traditionally experience seasonality in the sense of higher sales during any certain period of the year as compared to other periods of the year.

 

Competition

 

Advantest faces substantial competition throughout the world in all of their business segments. In particular, competition in the semiconductor and component test system market is currently intensifying, which may lead to restructuring within the industry and certain companies may be eliminated or consolidated. Advantest believes that the principal factors of competition are:

 

   

Performance. The performance of products is determined by its accuracy, test speed, throughput and ability to test semiconductors with large pin counts. High performance products reduce the customer’s cost of testing.

 

   

Reliability. Products that operate with minimal downtime allow semiconductor production and engineering work to proceed without frequent intervention and provides more cost-effective operation.

 

   

Delivery Time. Semiconductor manufacturers require timely delivery of products, especially in periods of high demand.

 

   

Price. The need for more sophisticated products often translates into higher testing costs for semiconductor manufacturers. In addition, primarily as a result of increased efficiency in the fabrication process and lower market prices for semiconductors, test costs have come to represent a higher proportion of the total cost of manufacturing. Advantest currently faces significant price pressure on its Semiconductor and Component Test System Segment.

 

   

System Architecture. Product architecture that is modular expands the product life because the system can be adapted to meet the customer’s new requirements, while largely retaining compatibility with existing test programs.

 

   

Software. Products that use software that is easier to use and more powerful reduce the amount of engineering resources needed to develop and operate test programs.

 

   

Customer Support. Customer specific applications programs, worldwide service and customer training contribute to the efficient use of products and minimize the customer’s cost of testing.

 

   

Qualified Technical Personnel. Having in place a team of highly qualified engineers and other customer service and support personnel is essential for securing sales and maintaining and developing strong relationships with key customers.

 

According to a report issued by a research company, Advantest maintained the highest market share in the semiconductor test system market for five consecutive years until 2007. However, from 2008 to 2010, Teradyne,

 

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Inc. achieved the highest share. In 2011 Advantest achieved the highest share (which includes Verigy for 2011). Other companies following Advantest include Teradyne, Inc., LTX-Credence Corporation and Yokogawa Electronic Corporation. Some of Advantest’s other competitors include FROM30 CO., LTD., EXICON Ltd., and UniTest Inc. In addition, Advantest also competes in the mechatronics system market with, among others, Delta Design, Inc., Seiko Epson Corporation, Mirae Corporation and TechWing Inc. for test handlers, and TSE Co., Ltd. and Secron Co., Ltd. for device interfaces. In addition, in the Services, Support and Others Segment, Advantest has been competing with companies providing similar services. It also has been suggested by customers that Advantest competes with start-up companies with newer technologies or products in the market for both the test systems for memory semiconductors and test systems for non memory semiconductors.

 

Licenses and Intellectual Property Rights

 

Advantest has a policy of seeking licenses and intellectual property rights worldwide on technology considered of particular strategic importance. While Advantest does not consider any one or group of licenses and intellectual property rights to be so important that their expiration or termination would materially affect Advantest’s business, Advantest considers all of its licenses and intellectual property rights to be important.

 

Legal Proceedings

 

Based on information currently available to Advantest, Advantest believes that its losses from any pending legal proceedings would not have a material adverse effect on Advantest’s financial position, operating results or cash flows.

 

Environmental

 

Advantest established and implemented the “Advantest Group Environmental Management Plan”. Under this management plan, in addition to improving its environmental management systems, Advantest is supporting its customers’ environmental management by developing new products with lower power consumption and dealing with top priority environmental issues, for example by taking measures to prevent global warming.

 

Advantest’s primary environmental activities during fiscal 2011 are as follows:

 

   

ISO 14001 Certification. Advantest has received ISO 14001 Uniform Certification for all eight of its domestic manufacturing and research and development facilities. With respect to its overseas manufacturing and research and development activities, seven principal facilities in Asia, Europe and North America regions are receiving ISO 14001 Uniform Certification.

 

   

Environmental Measures for Products. Advantest is actively involved in the development of environmentally friendly product lines. Advantest conducts environmental assessments of all its new products from their development stages. In fiscal 2011, twelve models complied with Advantest’s internal environment-oriented design standards, and have qualified as environmentally friendly “Green” products.

 

   

Reduce Waste. Advantest has implemented a recycling program and introduced liquid waste disposal capabilities at its facilities. Through such initiatives, Advantest’s waste volume was a total of 296 tons in fiscal 2011.

 

   

Use of Safe Components. Advantest has established an internal procurement standard for parts and components and has procured parts and components for its new products that do not contain specified toxic substances. Primarily reflecting the foregoing, Advantest has eliminated most regulated toxic substances from approximately 97% of the surface-mounted components on its new products after 2008, except lead solder, which is used for mounting parts and components for its products.

 

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Prevention of Global Warming. Through the use of energy efficient equipment and the re-evaluation of manufacturing processes, Advantest strives to reduce levels of carbon dioxide emissions resulting from energy consumption relating to its business activities. Advantest’s carbon dioxide emissions was 27,373-CO2 tons in fiscal 2011.

 

As one of its activities designed to contribute to society and to the environment, Advantest implements reforestation of seedlings, both in Japan and overseas.

 

Advantest spent approximately ¥572 million during fiscal 2011 to further implement its environmental protection activities.

 

Advantest has been addressing issues of corporate management, social activities and environmental issues from a global perspective. With increased attention in recent years on corporate ethics, Advantest believes that it should focus more on the issue of CSR (Corporate Social Responsibility). Accordingly, Advantest has established a CSR & Environmental Affairs Promotion Office and nine committees (Disclosure Committee, Personnel Mediation Committee, Human Rights Protection Committee, Information Security Committee, Committee on Environmental Conservation, Internal Control Committee, Corporate Ethics Committee, Product Liability Committee and Safety and Health Committee), and engages in corporate social responsibility efforts.

 

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Glossary

 

Analog circuits

Circuits on a semiconductor that monitor, condition, amplify or transform analog signals, which are signals that vary continuously over a wide range of values. Analog circuits process analog signals translated from real world phenomena such as sound, light, heat and motion.

 

DDR-SDRAM

Double Data Rate Synchronous Dynamic Random Access Memory. Memory semiconductor that can be read from, or written to, at double the rate of traditional SDRAM semiconductors.

 

DDR2-SDRAM

Advanced DDR-SDRAM semiconductors that can be read from, or written to, at a significantly higher rate than DDR-SDRAM semiconductors.

 

DDR3-SDRAM

DDR-SDRAM semiconductors that be read from, or written to, at a significantly higher rate than DDR2-SDRAM semiconductors.

 

DDR4-SDRAM

The next generation advanced DDR-SDRAM semiconductors that can be read from, or written to, at a significantly higher rate than DDR3-SDRAM semiconductors.

 

Digital circuits

Circuits that perform binary arithmetic functions on data represented by a series of on/off states.

 

DRAM

Dynamic Random Access Memory. Devices that store a large volume of data and can read and write data freely. Because of their volatile characteristics, periodic re-writing of data is required to maintain memory information.

 

Foundries

Semiconductor manufacturing service providers that manufacture semiconductors based on their customers’ semiconductor designs.

 

Fabless

Manufacturers that outsource their entire production to external entities, instead of having their own manufacturing facilities.

 

Flash memory

Memory devices that electrically erase or write data freely. Devices with nonvolatile memory which is maintained even when the power is turned off.

 

GDDR

Graphics DDR. DDR memory standard specifically designed for use in RAM video cards.

 

Integrated circuit

An electric part made of a combination of many transistors on a silicon wafer.

 

LCD driver integrated circuits

Integrated circuits that operate LCD (Liquid Crystal Display).

 

Logic circuits

Circuits that perform binary arithmetic functions.

 

LPDDR

Low Power DDR memory.

 

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LPDDR 2

DDR2 memory that has higher speed and lower power consumption than LPDDR.

 

LPDDR 3

DDR3 memory that has higher speed and lower power consumption than LPDDR2.

 

Memory circuits

Circuits that store data and programs.

 

MCP

Multi Chip Package. A package which combines multiple chips with different functions.

 

MCU

Micro Controller Unit. An integrated circuit that contains all necessary functions required for a small-scale computer system.

 

MPU

Microprocessor unit. A microprocessor that incorporates most or all of the functions of a computer’s central processing unit on a single integrated circuit.

 

NAND

A type of flash memory that is primarily used for data storage due to its large storage capability.

 

Per site processor architecture

Computing architecture that can control test functions, at each target device for testers that simultaneously measure multiple devices.

 

SDRAM

Synchronous Dynamic Random Access Memory—DRAM that is synchronized with the system bus.

 

SoC

System on a Chip. A chip that integrates functions, including logic, memory and signaling, that are conventionally executed with multiple chips and requires smaller space and significantly less electricity.

 

Scalable platform

Platform that can be optimally structured for small systems through to large systems, depending on the size/type of the target devices and the number of devices being measured simultaneously.

 

Test houses

Providers of semiconductor test services.

 

Test processor per pin architecture

Architecture which is able to perform test functions using sequencers mounted on a single pin.

 

Testing for KGD

Known Good Die. Testing for KGD is conducted to guarantee that semiconductor bare chips are in good quality.

 

TSV

(Through-Silicon Via) A technique for mounting semiconductors which are electronic components. Involves a vertical electrode passing through a silicon semiconductor chip.

 

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4.C. ORGANIZATIONAL STRUCTURE

 

As of June 1, 2012, Advantest had 11 Japanese subsidiaries, 18 overseas subsidiaries and one investee which is accounted for by the equity method. The following table sets forth for each of Advantest’s principal subsidiaries, the country of incorporation and the principal activities of the subsidiary.

 

Name of Subsidiary

   Country of
Incorporation
  

Principal Activities

Advantest Laboratories Ltd.

   Japan    Research and development of measuring and testing technologies

Japan Engineering Co., Ltd.

   Japan    Development, manufacture and sales of Advantest’s products

Advantest Finance Inc.

   Japan    Leasing Advantest’s products and sales of second-hand products

Advantest America, Inc.

   U.S.    Development and sales of Advantest’s products

Advantest Europe GmbH

   Germany    Development and sales of Advantest’s products

Advantest Taiwan Inc.

   Taiwan   

Sales of Advantest’s products

Advantest (Singapore) Pte. Ltd.

   Singapore   

Sales of Advantest’s products

Advantest Korea Co., Ltd.

   Korea   

Sales support of Advantest’s products

Advantest (Suzhou) Co., Ltd.

   China   

Sales support of Advantest’s products

 

* Each of the subsidiaries listed above is a direct or indirect wholly-owned subsidiary of the Company.

 

4.D. PROPERTY, PLANTS AND EQUIPMENT

 

Set forth below is a list of each of Advantest’s material properties, the use and location of the property and the approximate size of the property on which the facility is located.

 

Name

   Location    Approximate
Size (m2)
    

Use

Gunma R&D Center

   Gunma, Japan      250,887       Research and development of semiconductor and component test systems and mechatronics systems

Saitama R&D Center

   Saitama, Japan      56,978       Research and development for and manufacturing of mechatronics systems

Kitakyushu R&D Center

   Fukuoka, Japan      5,461       Research and development of semiconductor and component test systems

Advantest Laboratory and Sendai Factory

  

Miyagi, Japan

  

 

66,904

  

  

Basic technology research, and research for and manufacturing of key devices installed in semiconductor and component test systems

Gunma Factory

   Gunma, Japan      88,512       Manufacture of semiconductors and component test systems and test handlers

Gunma Factory 2

   Gunma, Japan      93,112       Manufacture of semiconductor and component test systems and device interfaces

 

In addition to the above-mentioned manufacturing facilities, Advantest has manufacturing facilities in Korea and Malaysia, sales offices and customer support centers in various regions of the world, and owned or leased research facilities in Japan, the U.S. and Germany. Advantest owns each of its significant properties.

 

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Advantest considers all of its principal manufacturing facilities and other significant properties to be in good condition and adequate to meet the needs of its operations. Advantest does not maintain internal records of the exact productive capacity and extent of utilization of its manufacturing facilities. It would require unreasonable effort and expense to determine this information because Advantest alters the volume, quantity and nature of its manufactured products as necessary in response to changes in demand and other market conditions, and revamps its manufacturing processes to take advantage of technological innovations. However, Advantest believes that its manufacturing facilities are currently operating at utilization levels that are substantially in line with prevailing market demand for its products.

 

Advantest believes that there are no material environmental issues that may affect utilization of its assets.

 

Advantest has prepared itself for crises such as large-scale natural disasters, and each department of Advantest has drafted its own disaster procedures and manuals. Furthermore, in order to prevent any disruption of its core businesses, or in case of suspension, to re-start the suspended businesses, including the recovery of important facilities, in the shortest possible time, Advantest has developed its “Business Continuity Plan” and is promoting its implementation. However, if Advantest is not successful in implementing such Business Continuity Plan, or if upon implementation, such Business Continuity Plan is not effective, Advantest’s core businesses could be disrupted at a time of crisis, such as large-scale natural disasters, and could take a substantial amount of time to recover.

 

ITEM 4A.    UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

5.A. OPERATING RESULTS

 

The following discussion and analysis of Advantest’s financial condition and results of operations should be read with “Key Information—Selected Financial Data” and the audited consolidated financial statements for fiscal 2009, 2010 and 2011 as well as the notes to such consolidated financial statements appearing elsewhere in this annual report. These consolidated financial statements have been prepared in accordance with U.S. GAAP.

 

Overview

 

Advantest manufactures and sells semiconductor and component test systems and mechatronics-related products such as test handlers and device interfaces. Advantest also engages in research and development activities and provides maintenance and support services associated with these products.

 

The Semiconductor and Component Test System Segment provides customers with test system products for the semiconductor industry and the electronic parts industry. Product lines in the Semiconductor and Component Test System Segment include test systems for memory semiconductors and non memory semiconductors. Test systems for non memory semiconductors include test systems for SoC semiconductors, test systems for LCD driver ICs and test systems for semiconductors used in car electronics. This business segment is the most important segment, accounting for 74.9% of Advantest’s net sales in fiscal 2011.

 

The Mechatronics System Segment provides product lines such as test handlers, mechatronic-applied products for handling semiconductor devices, device interfaces that serve as interfaces with the devices that are measured and operations related to nano-technology products. This business segment accounted for 14.6% of Advantest’s net sales in fiscal 2011.

 

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The Services, Support and Others Segment consists of comprehensive customer solutions provided in connection with the Semiconductor and Component Test Systems and Mechatronics System Segments, support services, equipment lease business and others. This business segment accounted for 13.3% of Advantest’s net sales in fiscal 2011.

 

Semiconductor and Component Test System Segment

 

The market for semiconductor and component test systems is subject to high demand volatility, is competitive, and depends on capital expenditures of customers. Their capital expenditures depend, to a large extent, on:

 

   

demand for semiconductors and electronic components;

 

   

innovation in semiconductor and electronic component technology; and

 

   

changes in semiconductor and electronic component manufacturing processes.

 

The business environment in which the Semiconductor and Component Test System Segment operates grew less than expected in fiscal 2011, and many semiconductor manufacturers adjusted supply levels downwards following the summer of 2011 as demand for products such as PCs and LCD televisions suffered a sharp downturn.

 

As a result, despite strong sales inquiries from customers for non memory semiconductors used in smartphones and tablet-type devices, the overall semiconductor test equipment market contracted in fiscal 2011. The drop in prices for DRAM semiconductors for computers was particularly significant, and most capital expenditure in memory semiconductor test systems was frozen.

 

Amidst these market conditions, Advantest has focused on expanding sales of non memory semiconductors such as application processors and CMOS image sensors. Advantest has also focused on maximizing the benefits of its acquisition of Verigy in July 2011, including enhancing Advantest’s product marketing to customers in the U.S. and Europe and tailoring products to meet the needs of customers in the communications semiconductor market.

 

As a result of the above, net sales of the Semiconductor and Component Test Systems Segment totaled ¥105,608 million in fiscal 2011, a 52.3% increase compared to that of fiscal 2010. For a detailed discussion of these factors, see “Information on the Company—Business Overview—Industry Overview.”

 

Performance of the test systems for the non memory semiconductor business in the Semiconductor and Component Test Systems Segment improved significantly, due to a number of large orders for microprocessor (MPU) test equipment. Against a backdrop of growth in the smartphone and tablet-type device, and with the added contribution of sales of Verigy products, which are strong in this area, sales of test systems for semiconductors such as application processors to be used for these devices grew solidly.

 

Performance of the test systems for the non memory semiconductor business in the Semiconductor and Component Test Systems Segment, however, continued to suffer, despite active capital investment in DRAM semiconductors for PCs from spring to early summer, as weaker demand later in the year in the PC market, which is a major source of revenue for DRAM semiconductors, forced manufacturers to cut back their DRAM capital investment programs.

 

Advantest believes that price pressure with respect to semiconductor and component test systems tends to be the strongest during periods when semiconductor manufactures are subject to price pressure despite an increase in demand for their products. Advantest continues to face significant price pressure. Even when the

 

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semiconductor industry experienced a recovery, increased competition in the market for digital consumer products and personal computers drove down prices of these goods, subsequently creating significant price pressure on its products and restriction on capital expenditure.

 

Mechatronics System Segment

 

In the Mechatronics System Segment sales of scanning electron microscopes used for inspection of photo masks increased significantly against a backdrop of progress in semiconductor miniaturization.

 

Mainly as a result of the above, net sales of the Mechatronics System Segment totaled ¥20,616 million in fiscal 2011, an 11.3% increase compared to that of fiscal 2010.

 

Services, Support and Others Segment

 

In the Services, Support and Others Segment, Advantest has focused on maintenance services such as installation and repair of Advantest’s products and lease and rental services of its products as a part of Advantest’s effort to provide customers with comprehensive solutions. In fiscal 2011, net sales of the Services, Support and Others Segment expanded as a result of overall increased sales of test systems, as well as benefits from the integration with Verigy.

 

As a result of the above, net sales of the Services, Support and Others Segment totaled ¥18,807 million in fiscal 2011, a 32.8% increase compared to that of fiscal 2010.

 

Research and Development

 

Research and development expenses represent a significant portion of Advantest’s annual operating expenses. Advantest’s research and development expenses were ¥17,896 million and ¥21,197 million in fiscal 2009 and 2010, respectively. In fiscal 2011, as a result of the combination with Verigy, research and development expenses were ¥30,303 million. Consequently research and development expenses were 33.6%, 21.3% and 21.5% of net sales, in fiscal 2009, 2010 and 2011, respectively.

 

Personnel

 

As of March 31, 2012, Advantest had a total of 4,464 full-time employees, an increase of 1,301 persons, or 41.1%, compared to that of March 31, 2011. The result of this increase is primarily due to the acquisition of Verigy as a wholly-owned subsidiary of Advantest.

 

Advantest plans to continue its periodic recruitment of new graduates as part of its mid-to long-term growth strategy. Advantest expects that a majority of these new hires will join the Semiconductor and Component Test System Segment and Mechatronics System Segment to support the growth of Advantest’s businesses. Other new hires are expected to join Advantest’s maintenance support division or administrative divisions. The addition of these new hires may increase Advantest’s future selling, general and administrative expenses and its research and development expenses.

 

Currency Fluctuations

 

Advantest is affected to some extent by fluctuations in foreign currency exchange rates. Advantest is principally exposed to fluctuations in the value of the Japanese yen against the U.S. dollar and currencies of other countries where Advantest does business Advantest’s consolidated financial statements, which are presented in Japanese yen, are affected by foreign currency exchange fluctuations through both translation risk and transaction risk.

 

Translation risk is the risk that Advantest’s consolidated financial statements for a particular period or for a particular date will be affected by changes in the prevailing exchange rates of the currencies in which

 

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subsidiaries of the Company prepare their financial statements against the Japanese yen. Even though the fluctuations of currencies against the Japanese yen can be substantial and, therefore, significantly impact comparisons with prior accounting periods and among various geographic markets, the translation effect is a reporting consideration and does not reflect Advantest’s underlying results of operations.

 

Transaction risk is the risk that the currency structure of Advantest’s costs and liabilities will deviate from the currency structure of sales proceeds and assets. Advantest produces many of its products, including all semiconductor and component test systems, in Japan. A portion of the components and parts used in Advantest’s semiconductor and component test systems is purchased in currencies other than the Japanese yen, predominantly the U.S. dollar.

 

Advantest enters into foreign exchange forward contracts to reduce its transaction risk. This has reduced, but not eliminated, the effects of foreign currency exchange rate fluctuations against the Japanese yen, which in some years can be significant.

 

Generally, the weakening of the Japanese yen against other foreign currencies, particularly the U.S. dollar, has a positive effect on Advantest’s operating income and net income. The strengthening of the Japanese yen against other foreign currencies, particularly the U.S. dollar, has the opposite effect. In fiscal 2009, the Japanese yen started from the high ¥90s to the dollar and strengthened gradually to the ¥80s to the dollar during the third quarter of the fiscal year, yet the Japanese yen depreciated to the low ¥90s to the dollar to the dollar toward the end of the fiscal year. In the first quarter of fiscal 2010, the Japanese yen started from the low ¥90s to the dollar and strengthened to the high ¥80s to the dollar and appreciated to the low ¥80s to the dollar during the second half of the fiscal year. Immediately after the Great East Japan Earthquake on March 11, 2011, the Japanese yen appreciated to the ¥70s to the dollar, but then depreciated to the low ¥80s to the dollar by the end of fiscal 2010. In fiscal 2011, the appreciation of the yen continued, going from the low ¥80s to the dollar to the high ¥70s to the dollar after the second quarter and at one point reaching the ¥76 mark in the third quarter, the highest level since World War II. However, by the end of the fiscal year, the Japanese yen had returned to the low ¥80s to the dollar.

 

Advantest’s business is subject to risks associated with doing business internationally, and its business could be impacted by certain governmental, economic, fiscal, monetary, taxation or political policies or factors, including trade protection measures and import or export licensing requirements, that may materially affect, directly or indirectly, Advantest’s operations or its future results.

 

Critical Accounting Policies and Estimates

 

Advantest has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities in preparing its consolidated financial statements in conformity with U.S. GAAP. Critical accounting policies are accounting policies that require the application of management’s most difficult, subjective or complex judgments and often require management to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. The following is not intended to be a comprehensive list of all of Advantest’s accounting policies. Advantest’s significant accounting policies are more fully described in note 1 to Advantest’s consolidated financial statements included elsewhere in this annual report. In many cases, U.S. GAAP specifically dictates the accounting treatment of a particular transaction, with no need for judgment in its application. There are also areas in which management’s judgment in selecting an available alternative could produce materially different results. Set forth below is a description of accounting policies under U.S. GAAP that Advantest has identified as critical to understanding its business and the reported financial results and condition of the Company.

 

Revenue Recognition

 

In October 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting guidance for revenue recognition under multiple-deliverable arrangements. The guidance modifies the criteria for

 

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separating deliverables and allocating consideration in multiple-deliverable arrangements. The allocation of revenue is based on estimated selling price if neither vendor-specific objective evidence nor third-party evidence of selling price is available. The guidance was adopted by the Company and its subsidiaries in the first quarter 2011. The adoption of the guidance did not have a significant impact on its consolidated results of operations and financial condition.

 

In October 2009, the FASB amended accounting guidance for software revenue recognition. This guidance changes the accounting model for revenue arrangements that include both tangible products and software elements. It provides guidance on how to determine which software, if any, relating to the tangible product would be excluded from the scope of the software revenue guidance. The guidance was adopted by Advantest in the first quarter 2011. The adoption of the guidance did not have a significant impact on its consolidated results of operations and financial condition.

 

General

 

Advantest recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred or the services have been rendered, the sales price is fixed or determinable and collection of the related receivable is reasonably assured.

 

Sales of Products

 

Sales of products which require installation are recognized when the related installation is completed and other sales recognition criteria are met since the installation is essential to the functionality of the equipment. When customer acceptance is uncertain, revenue is deferred until customer acceptance has been received. When the final payment is subject to customer acceptance, a portion of revenue for the final payment is deferred until an enforceable claim has become effective.

 

Sales of products and component which do not require installation service by Advantest is recognized upon shipment if the terms of the sale are free on board (FOB) shipping point or upon delivery if the terms are FOB destination which coincide with the passage of title and risk of loss.

 

Long-term Service contracts

 

Revenue from fixed-price, long-term service contracts is recognized on the straight-line basis over the contract term.

 

Leasing Income

 

Revenue from operating leases is primarily recognized on the straight-line basis over the lease term.

 

Multiple deliverables

 

Advantest’s revenue recognition policies provide that, when a sales arrangement contains multiple elements such as hardware and software products and services, Advantest allocates revenue to each element based on a selling price hierarchy and recognizes revenue when the criteria for revenue recognition have been met for each element. The selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price, if neither VSOE nor TPE is available.

 

Inventories

 

Advantest’s inventories consist of on-hand inventory, including inventory located at customer sites, and inventory that is on-order and subject to a contract that is non-cancelable. Advantest states its inventories at the

 

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lower of cost or market. Cost is determined using the average cost method. Advantest determines the market for finished goods by determining net realizable value and for raw materials by identifying replacement cost. Advantest reviews its inventories and determines the appropriate amount of any inventory write-downs periodically based on these reviews. Write-downs occur from the discontinuation of product lines, inventory in excess of estimated usage, the release of new products which renders inventory obsolete and declines in net realizable value of Advantest’s inventory leased to customers. Advantest recognizes inventory write-downs in cost of sales. Advantest may be required to take additional charges for excess and obsolete inventory in fiscal 2012 or other future periods if future weakness in its businesses causes further reductions to Advantest’s inventory valuations. In addition, unexpected changes in testing technology can render Advantest’s inventories obsolete. Advantest evaluates its inventory levels based on its estimates and forecasts of demand for its products.

 

Advantest’s inventories increased by ¥6,343 million, or 27.0%, during fiscal 2011 to ¥29,836 million as of March 31, 2012 due to improvements in backlogs of orders and expansion of the business scale by integration with Verigy.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation.

 

On April 1, 2011, the Company and its domestic subsidiaries elected to change the method of depreciating fixed assets from the fixed-percentage-on-declining base application to the straight line method.

 

The Company analyzed the sales mixture of memory and non-memory business to evaluate the future production requirements and pattern of benefit from utilizing its fixed assets. Based on this analysis, Advantest’s management believes that the straight line method of depreciation is preferable as it better reflects the pattern of consumption of the future benefits to be derived from those assets being depreciated and provides a better matching of costs and revenues over the assets’ estimated useful lives, in light of product life cycles and current change in product mix to expand non-memory business. In accordance with Accounting Standards Codification (“ASC”) 250, “Accounting Changes and Error corrections”, this change in depreciation method represents a change in accounting estimate effected by a change in accounting principle.

 

Accordingly, the effects of the change are accounted for prospectively beginning with the period of change and prior period results have not been restated. The change in depreciation method reduced depreciation expense and resulted in decreases in loss before income taxes and equity in earnings of affiliated company and net loss by ¥560 million, respectively, for year ended March 31, 2012. Also basic net income per share and diluted net income per share decreased by ¥3.23, respectively, for year ended March 31, 2012.

 

The depreciation period for significant assets ranges from 15 years to 50 years for buildings, 4 years to 10 years for machinery and equipment, and 2 years to 5 years for tools, furniture and fixtures.

 

Depreciation expense was ¥4,101 million, ¥3,977 million and ¥4,326 million for the fiscal years 2009, 2010 and 2011, respectively.

 

Impairment of Long-Lived Assets

 

Advantest evaluates the impairment of long-lived assets including certain identifiable intangibles with definite useful lives by reviewing for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 

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In fiscal 2009 and 2010, Advantest did not incur impairment of long-lived assets. In fiscal 2011, Advantest recognized an impairment loss of ¥920 million on certain building and land asset that was reclassified as assets held for sale.

 

Business Combinations

 

Advantest allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, including in-process research and development (“IPR&D”), based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Advantest engages independent third-party appraisal firms to assist us in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

 

Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

 

Goodwill and Intangible Assets

 

Advantest reviews goodwill and intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The provisions of the accounting standard for goodwill and other intangibles require that Advantest performs a two-step impairment test on goodwill. In the first step, Advantest compares the fair value of each reporting unit to its carrying value. Advantest’s reporting units are consistent with the reportable segments identified in Note 20 to the Consolidated Financial Statements. Advantest determines the fair value of its reporting units based on an income approach. Under the income approach, Advantest calculates the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and Advantest is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then Advantest must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then Advantest records an impairment loss equal to the difference.

 

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows and risk-adjusted discount rates. Advantest bases its fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, Advantest makes certain judgments and assumptions in allocating corporate assets and liabilities to determine the carrying values for each of its reporting units.

 

Advantest’s annual goodwill impairment analysis indicated no impairments of goodwill. In order to evaluate the sensitivity of the fair value calculations on the goodwill impairment analysis, Advantest applied a hypothetical and approximate 10% decrease to the fair value of each reporting unit. As a result of the sensitivity analysis, as of March 31, 2012, Advantest does not have any reporting units that are at risk that the carrying amount of the reporting unit would reasonably likely exceed its fair value.

 

Intangible assets primarily consist of customer relationships, patented technologies, developed technologies and other intangible assets. Advantest has estimated the weighted average amortization period for the customer relationship, patented technologies and developed technologies to be 8 years, 9 years and 8 years, respectively. The weighted average amortization period for all intangible assets is approximately 8 years.

 

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Trade Receivables

 

Advantest’s trade receivables, less allowance for doubtful accounts was ¥24,119 million as of March 31, 2012, as compared with ¥22,707 million as of March 31, 2011. Advantest maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Advantest provides an allowance for doubtful accounts for all specific accounts receivable that it judges are probable of not being collected.

 

Advantest periodically reviews its estimated allowances for doubtful accounts taking into account the customer’s payment history, assessing the customer’s current financial position and considering other information that is publicly available and the customer’s credit worthiness. Additional reviews are undertaken upon significant changes in the financial condition of Advantest’s customers and the semiconductor industry. Increases in allowance for doubtful accounts are charged to selling, general and administrative expenses.

 

At the end of fiscal 2011, Advantest increased its allowance for doubtful accounts to ¥483 million, an increase of ¥331 million from fiscal 2010. A reversal of allowances made for accounts receivable that are later collected, depending upon the recovered financial status of its customers and Advantest’s collection efforts, will decrease the selling, general and administrative expenses for the accounting period during which such collection takes place. Conversely, additional allowances may be necessary in the future if conditions in the industries of some of Advantest’s customers do not improve in the near-term.

 

Accrued Warranty Expenses

 

Advantest’s products are generally subject to a product warranty. In addition, under certain circumstances, Advantest is responsible for the repair of defective components and parts. Advantest provides an allowance for estimated product warranty expenses when product revenue is recognized as part of its selling, general and administrative expenses. The allowance for estimated product warranty expenses represents management’s best estimate at the time of sale of the total costs that Advantest will incur to repair or replace components or parts that fail while still under warranty. Advantest records its allowance for estimated product warranty expenses based on the historical ratio of actual repair expenses to corresponding sales, and any facts and circumstances that occurred. The foregoing evaluations are inherently uncertain as they require estimates as to maintenance costs and failure rates related to different product lines. Consequently, actual warranty costs may differ from the estimated amounts and could result in additional product warranty expenses. If actual warranty costs significantly exceed the amount of Advantest’s allowance for product warranty expenses, it would negatively affect the future results of operations of Advantest.

 

Accrued warranty expenses were ¥2,129 million at March 31, 2012, an increase of ¥375 million from ¥1,754 million at March 31, 2011.

 

Stock-Based Compensation

 

Advantest applies the fair-valued-based method of accounting for stock-based compensation and recognizes stock-based compensation expense in the consolidated statements of operations. The cost of employee services received in exchange for an award of equity instrument is measured based on the grant-date fair value of the stock options granted to employees. The cost is recognized on a straight line basis over the period during which an employee is required to provide service in exchange for the award. The Black Scholes pricing model is used to estimate the value of the stock options.

 

Expected dividend yield is determined by the Company’s dividend ratio of the past and other associated factors. Risk free interest rate is determined by Japanese government bond yield for the period corresponding to expected life. Expected volatility is determined by historical volatility and trend of the Company’s share prices, and other associated factors. Expected life is determined by the Company’s option exercise history, post vesting employment termination behavior for similar grants, and other pertinent factors.

 

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Advantest has recorded ¥143 million, ¥165 million and ¥583 million as stock-based compensation expense in fiscal 2009, 2010 and 2011, respectively.

 

Accrued Pension and Severance Cost

 

The Company and certain of its Japanese subsidiaries have unfunded retirement and severance plans (point-based benefits system). Under a point-based benefits system, the benefits are calculated based on accumulated points allocated to employees each year according to their job classification and their performance. The Company and certain of its Japanese subsidiaries also have a defined benefit corporate pension plan covering substantially all employees. Under the cash balance pension plan, the benefits are calculated based on accumulated points allocated to employees each year according to their job classification and their performance with a certain interest rate calculated based on the upper and lower limit of a market interest rate.

 

Certain overseas subsidiaries also have defined benefit pension plans covering substantially all of their employees. Benefits payable under the plans are based on employee compensation levels and years of service.

 

The retirement benefit costs are estimated from actuarial valuations. Inherent in these valuations are key assumptions in estimating pension costs including mortality, withdrawal, retirement, changes in compensation, discount rate and expected return on plan assets. Advantest is required to estimate the key assumptions by taking into account various factors including personnel demographics, current market conditions and expected trends in interest rates. Advantest determines the discount rate by looking to available information about rates implicit in return on high-quality fixed-income governmental and corporate bonds. Accordingly, the discount rate is likely to change from period to period based on these ratings. A decrease in the discount rate results in an increase in actuarial pension benefit obligations. Increases and decreases in the pension benefit obligation affect the amount of the actuarial gain or loss which is amortized into income over the service lives of employees. Changes in the key assumptions may have a material effect on Advantest’s financial position and results of operations. Management believes that estimation of the key assumptions is reasonable under the various underlying factors.

 

Pension related adjustments (net of tax) recognized in other comprehensive income (loss) for the year ended March 31, 2010, 2011 and 2012 were ¥1,566 million, (¥121 million), and (¥6,328 million), respectively. Pension related adjustments of (¥6,328 million) for the year ended March 31, 2012 were recognized due to the reduction of discount rate used to determine benefit obligations for Japanese plans and losses on plan assets.

 

Advantest has recorded ¥2,158 million, ¥1,911 million and ¥2,251 million as benefit cost in fiscal 2009, 2010 and 2011, respectively.

 

Deferred Tax Assets

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon projections for future taxable income over the periods in which the deferred tax assets are deductible including management’s expectations of future semiconductor market and semiconductor and component test systems market prospects and other factors, management believes it is more likely than not that Advantest will realize the benefits of these deductible differences, net of valuation allowance. The valuation allowance in fiscal 2011 was decreased by 1,894 million primarily due to the reduction of the effective tax rate resulting from the tax reform in Japan. The net (decreases) increases in valuation allowance increased ¥3,274 million and ¥793 million for fiscal years 2009 and 2010, respectively.

 

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As a result of acquisition Verigy on July 4, 2011, at March 31, 2011, Advantest has recorded on its consolidated balance sheet, deferred tax assets of ¥53,480 million of which ¥30,352 million represents net operating loss (“NOL”). Advantest has also recorded a valuation allowance of ¥52,082 million, and as a result, net deferred tax assets were ¥1,398 million. At March 31, 2012, Advantest has recorded on its consolidated balance sheet, deferred tax assets of ¥59,694 million of which ¥31,800 million represents NOL. Advantest has also recorded a valuation allowance of ¥50,188 million, and as a result, net deferred tax assets were ¥9,506 million. NOL carry forwards utilized were ¥2,421 million, ¥554 million and ¥25 million in fiscal years 2009, 2010 and 2011 respectively.

 

Although Advantest’s management believes that the amount of net deferred tax assets may be realized, this could change in the near term if estimates of future taxable income are revised and effect on the Company’s consolidated financial position and results of operations could be significant.

 

Income Taxes

 

Advantest recognizes the financial statement effects of tax positions when they are more likely than not, based on 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 likelihood of being realized upon settlement. Advantest recognizes interest and penalty accruals related to unrecognized tax benefits in income taxes in the consolidated statements of operations.

 

Fair Value

 

Investment securities

 

The fair value of available-for-sale equity securities is based on quoted market prices at the reporting date for those investments. The fair value of available-for-sale debt securities is based on unobservable inputs as the market for the assets was not active at the measurement date.

 

Plan assets

 

Plan assets are comprised principally of listed equity securities, pooled funds, hedge funds and investments in life insurance company’s general accounts. Listed equity securities are based on quoted market prices on the reporting date for those investments. Pooled funds and hedge funds are valued at their net asset values which are calculated by the sponsors of the funds. Investments in life insurance company’s general accounts are valued at conversion value.

 

Results of Operations—Fiscal 2011 Compared with Fiscal 2010

 

Net Sales

 

Advantest’s net sales increased by ¥41,414 million, or 41.6%, compared with fiscal 2010, to ¥141,048 million in fiscal 2011. This was primarily due to robust sales for test systems for non memory semiconductors and the integration with Verigy. It is estimated that the fluctuations in exchange rates during fiscal 2011 brought down Advantest’s net sales by ¥4,433 million in fiscal 2011.

 

The following is a discussion of net sales for Advantest’s Semiconductor and Component Test System, Mechatronics System and Services, Support and Others Segments. Net sales amounts discussed include intercompany sales between segments.

 

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Semiconductor and Component Test System Segment

 

In fiscal 2011, net sales of Advantest’s Semiconductor and Component Test System Segment accounted for 74.9% of total net sales. Net sales of Advantest’s Semiconductor and Component Test System Segment for fiscal 2011 increased by ¥36,275 million, or 52.3%, compared with fiscal 2010, to ¥105,608 million. It is estimated that fluctuations in exchange rates during fiscal 2011 brought down Advantest’s net sales in its Semiconductor and Component Test System Segment by ¥3,226 million.

 

Net sales of test systems for non memory semiconductors in fiscal 2011 increased by ¥40,378 million, or 102.7%, compared with fiscal 2010 to ¥79,695 million. This increase was mainly due to a steady growth in the sales of T2000 series test systems for SoC semiconductors and the addition of sales of Verigy’s V93000.

 

Net sales of test systems for memory semiconductors in fiscal 2011 decreased by ¥4,103 million, or 13.7%, compared with fiscal 2010 to ¥25,913 million. This decrease was mainly due to reduced inquiries for T5300 series front-end test systems which resulted from weaker demand for PCs which constrained new capital expenditures.

 

Mechatronics System Segment

 

Net sales of the Mechatronics System Segment including test handlers and device interfaces increased by ¥2,101 million, or 11.3%, compared to fiscal 2010 to ¥20,616 million in fiscal 2011. This increase was mainly due to a significant increase in the number of units sold for Multi Vision Metrology Scanning Electron Microscope testing system for photomasks, which benefited from the developments of semiconductor miniaturization.

 

Services, Support and Other Segment

 

Net sales of the Services, Support and Other Segment increased by ¥4,641 million, or 32.8%, compared with fiscal 2010 to ¥18,807 million in fiscal 2011, mainly due to a steady growth in sales of test systems, and the integration with Verigy. The main businesses in the Services, Support and Others Segment for fiscal 2011 were maintenance services and leasing and rentals.

 

Geographic Markets

 

Advantest experienced an increase of 41.6% in net sales in fiscal 2011, which was primarily due to the growth in sales in the Americas, Korea and Taiwan.

 

Net sales in Japan decreased by ¥6,303 million, or 28.1%, compared with fiscal 2010 to ¥16,095 million in fiscal 2011. This decrease was mainly due to demand for the T5300 series front-end test systems for mobile DRAM test systems, which had shown strong demand in fiscal 2010.

 

Net sales in the Americas increased by ¥20,464 million compared with fiscal 2010 to ¥29,742 million in fiscal 2011. This increase was mainly due to a steady growth in sales of the T2000 for MPU testers for major semiconductor manufacturers and the accounting for sales of Verigy’s V93000. It is estimated that fluctuations in exchange rates during fiscal 2011 brought down Advantest’s net sales in the Americas by approximately ¥1,232 million, primarily due to a continued Japanese yen appreciation against the U.S. dollar.

 

Net sales in Europe increased by ¥4,763 million compared to fiscal 2010 to ¥7,015 million in fiscal 2011. This increase was mainly due to increased sales of the T2000 for MPU testers. It is estimated that fluctuations in effect of changes in exchange rates during fiscal 2011 brought down Advantest’s net sales in Europe by approximately ¥285 million.

 

Net sales in Asia (excluding Japan) increased by ¥22,490 million, or 34.2%, compared with fiscal 2010 to ¥88,196 million in fiscal 2011. Net sales in Korea increased by ¥8,935 million, or 43.1%, compared with fiscal

 

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2010. This increase was mainly due to increased capital expenditures in a variety of semiconductors for communication devices such as smartphones. Net sales in Taiwan increased by ¥5,756 million, or 26.4%, compared with fiscal 2010. This increase was mainly due to the accounting for sales of Verigy’s V93000. Net sales in China and the rest of Asia (excluding Japan, Taiwan and Korea) increased by ¥7,799 million, or 33.7%, compared with fiscal 2010. This increase resulted from increased sales of the T2000 for MPU testers. It is estimated that fluctuations in exchange rates during fiscal 2011 brought down Advantest’s net sales in Asia by approximately ¥2,769 million.

 

Advantest’s overseas sales as a percentage of total sales was 88.6% and 77.5% for fiscal 2011 and 2010, respectively.

 

Operating Expenses

 

In fiscal 2011, Advantest’s operating expenses increased by ¥46,688 million, or 49.9%, compared with fiscal 2010 to ¥140,211 million.

 

In fiscal 2011, cost of sales increased by ¥21,136 million, or 41.3%, compared to fiscal 2010 to ¥72,300 million. This increase was mainly due to a ¥41,414 million increase in net sales and the accounting for ¥3,532 million in one time costs associated with acquisition accounting for Verigy.

 

In fiscal 2011, research and development expenses increased by ¥9,106 million, or 43.0%, compared to fiscal 2010 to ¥30,303 million. This increase in research and development expenses was mainly due to increased costs for materials for future product development, increased payments for outsourced research, as well as increased personnel expenses and the accounting for ¥986 million in costs associated with the integration with Verigy.

 

In fiscal 2011, selling, general and administrative expenses increased by ¥16,446 million, or 77.7%, compared to fiscal 2010 to ¥37,608 million. This increase was mainly due to an increase in sales expenses resulting from increased net sales, an increase in personnel expenses and costs of ¥3,819 million applicable to the acquisition of Verigy.

 

Operating Income

 

In fiscal 2011, operating income decreased by ¥5,274 million, compared to fiscal 2010, to a profit of ¥837 million.

 

Other Income and Expenses

 

In fiscal 2011, interest and dividend income decreased by ¥3 million, or 0.9%, compared with fiscal 2010 to ¥323 million.

 

In fiscal 2011, interest expenses increased by ¥150 million compared with fiscal 2010 to ¥153 million. This increase was mainly due to financing from banks for the Verigy acquisition.

 

In fiscal 2011, impairment loss on investment securities increased by ¥1,742 million, compared with fiscal 2010 to ¥2,254 million.

 

In fiscal 2011, total other expense increased by ¥3,719 million, compared with fiscal 2010, to ¥4,279 million. This increase was mainly due to an increase in foreign currency exchange loss of ¥1,811 million compared with fiscal 2010 resulting in a loss of ¥2,319 million in fiscal 2011 which was caused by the continued appreciation of the Japanese yen against the U.S. dollar other than impairment losses on investment securities. Currency exchange profits/losses represent the difference between the value of foreign currency-denominated

 

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sales, translated at prevailing exchange rates, and either (i) the value of sales settled during the same fiscal year, including those settled using foreign exchange forward contracts, or (ii) the value of cash and cash equivalents, accounts receivable and payables outstanding remeasured at the exchange rate in effect as of March 31, 2012.

 

Income Taxes

 

In fiscal 2011, Advantest’s effective tax rate was 36.0%, while the tax rate for fiscal 2010 was 42.4%. The statutory tax rate of the Company and its domestic consolidated subsidiaries was 40.4% for fiscal 2011. For a more detailed discussion on income taxes of Advantest in fiscal 2011 and fiscal 2010, see Note 14 to Advantest’s consolidated financial statements.

 

Net Income

 

In fiscal 2011, Advantest’s net income decreased by ¥5,358 million, compared to fiscal 2010, to a loss of ¥2,195 million.

 

Other Comprehensive Income (Loss)

 

In fiscal 2011, Advantest’s other comprehensive income (loss), net of tax, declined by ¥893 million compared to fiscal 2010, to a loss of ¥4,304 million. This decline was mainly due to an increase of ¥6,207 million in pension liability adjustments from a loss of ¥121 million in fiscal 2010 to a loss of ¥6,328 million in fiscal 2011.

 

Results of Operations—Fiscal 2010 Compared with Fiscal 2009

 

Net Sales

 

Advantest’s net sales increased by ¥46,409 million, or 87.2%, compared with fiscal 2009, to ¥99,634 million in fiscal 2010. This was primarily due to increases in capital expenditures by semiconductor manufacturers. The estimated effect of changes in exchange rates during fiscal 2010 was to decrease Advantest’s net sales by ¥2,808 million.

 

The following is a discussion of net sales for Advantest’s Semiconductor and Component Test System, Mechatronics System and Services, Support and Others Segments. Net sales amounts discussed include intercompany sales between segments.

 

Semiconductor and Component Test System Segment

 

In fiscal 2010, net sales of Advantest’s Semiconductor and Component Test System Segment accounted for 69.6% of total net sales. Net sales of Advantest’s Semiconductor and Component Test System Segment increased by ¥36,761 million, or 112.9%, compared with fiscal 2009, to ¥69,333 million in fiscal 2010. The estimated effect of changes in exchange rates during fiscal 2010 was to decrease Advantest’s net sales in its Semiconductor and Component Test System Segment by ¥2,004 million.

 

Net sales of test systems for memory semiconductors in fiscal 2010 increased by ¥17,572 million, or 141.2%, compared with fiscal 2009 to ¥30,016 million. This increase was mainly due to stronger than expected demand for Advantest’s DRAM semiconductor test systems especially for the T5300 series front-end test systems and the T5500 series back-end test systems, reflecting increased capital expenditures by semiconductor manufacturers for PC DRAM and mobile DRAM.

 

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Net sales of test systems for non memory semiconductors in fiscal 2010 increased by ¥19,189 million, or 95.3%, compared with fiscal 2009 to ¥39,317 million. This increase was mainly due to a steady growth in the sales of T2000 series test systems for SoC semiconductors.

 

Mechatronics System Segment

 

Net sales of the Mechatronics System Segment including test handlers and device interfaces increased by ¥7,278 million, or 64.8%, compared to fiscal 2009 to ¥18,515 million in fiscal 2010.

 

This steady growth of test systems for memory and non memory semiconductors, led to an increase in demand for test handlers device interface products, which are used together with semiconductor and component test systems.

 

Services, Support and Other Segment

 

Net sales of the Services, Support and Other Segment increased by ¥2,328 million, or 19.7%, compared with fiscal 2009 to ¥14,166 million in fiscal 2010, mainly due to an increase in demand for maintenance services reflecting the strong performance of the semiconductor market. The main businesses in the Services, Support and Others Segment for fiscal 2010 were maintenance services and leasing and rentals.

 

Geographic Markets

 

Advantest experienced an increase of 87.2% in its net sales in fiscal 2010, which was primarily due to the growth in sales in Japan, Korea, Taiwan and China.

 

Net sales in Japan significant increased by ¥10,422 million, or 87.0%, compared with fiscal 2009 to ¥22,398 million in fiscal 2010. This increase was mainly due to a growth in demand for the T5300 series front-end test systems for mobile DRAM test systems.

 

Net sales in the Americas increased by ¥4,348 million, or 88.2%, compared with fiscal 2009 to ¥9,278 million in fiscal 2010. This increase was primarily due to steady sales of the T2000 for MPU testers for major semiconductor manufacturers. The estimated effect of changes in exchange rates during fiscal 2010 was to decrease Advantest’s net sales in the Americas by approximately ¥754 million, primarily due to a continued Japanese yen appreciation against the U.S. dollar.

 

Net sales in Europe increased by ¥115 million, or 5.4%, compared to fiscal 2009 to ¥2,252 million in fiscal 2010. The estimated effect of changes in exchange rates during fiscal 2010 was to decrease Advantest’s net sales in Europe by approximately ¥194 million.

 

Net sales in Asia (excluding Japan) increased by ¥31,524 million, or 92.2%, compared with fiscal 2009 to ¥65,706 million in fiscal 2010. Net sales in Korea and Taiwan increased by ¥10,418 million and ¥9,030 million, or 100.8% and 70.5%, respectively, compared with fiscal 2009. This increase was primarily due to increased capital expenditures for PC DRAM. Net sales in China and the rest of Asia (excluding Japan, Taiwan and Korea) increased by ¥12,076 million, or 109.4%, compared with fiscal 2009. This increase resulted from increased sales of the T2000 for MPU testers in China. The estimated effect of changes in exchange rates during fiscal 2010 was to decrease Advantest’s net sales in Asia by approximately ¥1,844 million.

 

Advantest’s overseas sales as a percentage of total sales was 77.5% for both fiscal 2010 and 2009.

 

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Operating Expenses

 

In fiscal 2010, Advantest’s operating expenses increased by ¥28,659 million, or 44.2%, compared with fiscal 2009 to ¥93,523 million.

 

In fiscal 2010, cost of sales increased by ¥23,867 million, or 87.4%, compared to fiscal 2009 to ¥51,164 million. This increase was attributed to a ¥46,409 million increase in net sales.

 

In fiscal 2010, research and development expenses increased by ¥3,301 million, or 18.4%, compared to fiscal 2009 to ¥21,197 million. This increase in research and development expenses was mainly due to increased costs for materials for future product development, increased payments for outsourced research as well as increased bonuses and personnel expenses for fiscal 2010.

 

In fiscal 2010, selling, general and administrative expenses increased by ¥1,491 million, or 7.6%, compared to fiscal 2009 to ¥21,162 million. This increase was mainly due to an increase in sales expenses resulting from increased net sales and an increase in bonuses and personnel expenses.

 

Operating Income

 

In fiscal 2010, operating income improved by ¥17,750 million, compared to fiscal 2009, to a profit of ¥6,111 million.

 

Other Income and Expenses

 

In fiscal 2010, interest and dividend income decreased by ¥253 million, or 43.7%, compared with fiscal 2009 to ¥326 million. This decrease reflects the decrease in interest income caused primarily by a decrease of cash and cash equivalents and a decline of interest rates.

 

In fiscal 2010, interest expenses decreased by ¥1 million, or 25.0%, compared with fiscal 2009 to ¥3 million.

 

In fiscal 2010, impairment loss on investment securities increased by ¥196 million compared with fiscal 2009 to ¥512 million.

 

In fiscal 2010, other non-operating income decreased by ¥1,825 million, compared with fiscal 2009, to a loss of ¥371 million. This decrease was primarily due to an increase in foreign currency exchange loss of ¥1,580 million compared with fiscal 2009 resulting in a loss of ¥508 million in fiscal 2010, which was caused by the continued appreciation of the Japanese yen against the U.S. dollar. Currency exchange profits/losses represent the difference between the value of foreign currency-denominated sales, translated at prevailing exchange rates, and either (i) the value of sales amounts settled during the fiscal year, including those settled using foreign exchange forward contracts, or (ii) the value of cash and cash equivalents, accounts receivable and payables outstanding remeasured at the exchange rate in effect at March 31, 2011.

 

Income Taxes

 

In fiscal 2010, Advantest’s effective tax rate was 42.4%, as the Company did not record tax benefits on pretax losses; the tax rate for fiscal 2009 was 14.7%. The statutory tax rate of the Company and its domestic consolidated subsidiaries was 40.4% for fiscal 2010. For a more detailed discussion on income taxes of Advantest in fiscal 2010 and fiscal 2009, see note 12 to Advantest’s consolidated financial statements.

 

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Net Income

 

In fiscal 2010, Advantest’s net income improved by ¥14,617 million, compared to fiscal 2009, to an income of ¥3,163 million.

 

Other Comprehensive Income (Loss)

 

In fiscal 2010, Advantest’s other comprehensive income (loss), net of tax, declined by ¥3,139 million compared to fiscal 2009, to a loss of ¥3,411 million. This decline was primarily due to a decrease of ¥1,687 million in pension liability adjustments from an income of ¥1,566 million in fiscal 2009 to a loss of ¥121 million in fiscal 2010. No tax effect was recognized on the pension liability adjustments recorded in the other comprehensive income (loss).

 

5.B. LIQUIDITY AND CAPITAL RESOURCES

 

Advantest’s cash and cash equivalents balance decreased by ¥17,105 million in fiscal 2011 to ¥58,218 million as of March 31, 2012. As of March 31, 2012, approximately 45% of Advantest’s cash and cash equivalents were held in Japanese yen.

 

Net loss in operating activities was ¥2,195 million. However, as a result of a decrease of ¥4,613 million in inventories and an adjustment of noncash items such as depreciation and amortization, net cash provided in operating activities was ¥12,302 million in fiscal 2011. Net cash provided in operating activities improved by ¥12,995 million in fiscal 2011 compared to ¥693 million in net cash used in operating activities in fiscal 2010. The main reason for the improvement in fiscal 2011 was an increase of ¥7,285 million in inventories in fiscal 2010 and a decrease of ¥4,613 million in inventories in fiscal 2011.

 

Net cash used in investing activities was ¥37,670 million in fiscal 2011. This amount was primarily attributable to payments in connection with the acquisition of Verigy in the amount of ¥57,145 million, payment for short-term investments in the amount of ¥14,387 million and proceeds from the sale of available-for-sale securities in the amount of ¥10,717 million. Compared to net cash used in investing activities in the amount of ¥5,828 million in fiscal 2010, the increase was ¥31,842 million, which was primarily due to the payments in connection with the Verigy acquisition in the amount of ¥57,145.

 

Net cash provided by financing activities was ¥9,887 million in fiscal 2011. Compared to net cash used in financing activities in the amount of ¥12,028 million in fiscal 2010, the increase was ¥21,915 million. This amount was primarily attributable to a net increase of ¥25,466 million in short term debt, which was offset by payments for redemption of senior convertible notes of the acquired subsidiary in the amount of ¥13,835 million.

 

Net effect of exchange rate changes on cash and cash equivalents was unfavorable by ¥1,624 million in fiscal 2011, an improvement of ¥943 million compared to fiscal 2010.

 

Advantest has various retirement and severance plans for employees, including non-contributory defined benefit retirement and severance plans consisting primarily of the Employees Provident Fund (“EPF”) plan. As mentioned in Note 17 to the consolidated financial statements, in the balance sheet as of March 31, 2012, the amount of ¥23,444 million has been recognized as accrued severance and pension costs. Advantest has contributed to the EPF plan in accordance with local statutory requirements. Advantest’s cash funding requirements would be affected by any changes in interest rates, rate of returns on plan assets and government regulations. The contributions paid by Advantest under the EPF were ¥1,606 million in fiscal 2010 and ¥1,917 million in fiscal 2011. Advantest expects to contribute ¥1,825 million under the EPF in fiscal 2012.

 

In accordance with Advantest’s funding and treasury policy (including funding for capital expenditures), which is overseen and controlled by its Accounting Department, Advantest funds its cash needs through cash

 

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from operating activities and cash and cash equivalents on hand, and is able to procure funds as necessary by issuance of debt and equity securities in domestic and foreign capital markets and bank loans.

 

If conditions in the semiconductor industry, and thus the semiconductor and component test system industry, experience a downturn in the medium term, Advantest may need to fund future capital expenditures and other working capital needs through the incurrence of additional debt or dilutive issuances of equity securities.

 

Advantest obtained several short-term bank loans in connection with the Verigy acquisition in fiscal 2011. Furthermore, it issued ¥25.0 billion in Japan in unsecured bonds on May 25, 2012 and repaid short-term loans from banks.

 

Advantest has entered into agreements for committed lines of credit with several banks to ensure that necessary financing may be procured efficiently. The term of a commitment line agreement is three years and Advantest can elect to obtain a two year loan at the end of the term. A commitment line agreement generally has financial covenants. For Advantest, it is annually required to maintain certain minimum net asset levels. Also it is required to maintain a BBB- rating or above with Rating and Investment Information, Inc (R&I). Advantest’s unused commitment lines totaled ¥10.0 billion as of March 31, 2012. R&I’s issuer rating of Advantest as of March 31, 2012 is A.

 

5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

 

Research and Development and Product Enhancement

 

In order to support technology on the leading-edge, Advantest undertakes research and development initiatives to develop products which play a central role in the area of measuring technologies to support electronics, information and communications, and semiconductor manufacturing. Advantest’s research and development focuses on the development of new products and the improvement of existing products. In particular, in the Semiconductor and Component Test System Segment, a large and ongoing investment in research and development is necessary in order to maintain market competitiveness and to provide many types of products that meet the various needs of the customers. Advantest also conducts research of basic technologies. Advantest’s expenditures for research and development were approximately ¥17.9 billion in fiscal 2009 and ¥21.2 billion in fiscal 2010. Due to integration with Verigy, Advantest’s expenditures for research and development were approximately ¥30.3 billion in fiscal 2011. Advantest employs over 1,000 engineers and other personnel in its research and development division.

 

The contents and achievements to date of Advantest’s current research and development activities include:

 

Basic Technology

 

   

development of constituent technologies in the field of terahertz;

 

   

development of constituent technologies, including high speed, energy-saving micro switches and high speed samplers used in semiconductor and component test systems and millimeter wave measuring instruments;

 

   

development of methods to detect timing jitters in high bit-rate signals; and

 

   

development of compound semiconductor devices, including less-distortion devices used for semiconductor and component test systems.

 

Semiconductor and Component Test System Segment

 

   

development of semiconductor and component test systems that enable testing of super high speed memory semiconductors at actual motion speed;

 

   

development of semiconductor and component test systems that enhance the functionality of testing of DRAM semiconductors and flash memory semiconductors and require less floor space;

 

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development of semiconductor and component test systems that have the capacity to simultaneously test multiple complex SoC semiconductors with large pin counts and require less floor space;

 

   

development of semiconductor and component test systems with specialized applications;

 

   

development of measurement modules for devices that operate at extremely high frequencies and for networks that carry extremely high density transmissions;

 

   

development of high speed transmission technologies for high speed large pin counts and high speed transmission signal contact technologies; and

 

   

development of application software for interface between the semiconductor designing environment and semiconductor and component test systems, as well as development of software to analyze defective semiconductors.

 

Mechatronics System Segment

 

   

development of test handlers for memory semiconductors enabling measuring of multiple semiconductors for high throughput testing;

 

   

development of test handlers for SoC semiconductors that respond to diversified device types and packages; and

 

   

development of real Active Thermal Control technology with high speed response for high power devices.

 

Advantest has four research and development facilities in Japan, four in the U.S., three in the Europe and one in China.

 

Advantest promotes joint development efforts between its various research facilities to capitalize on the capabilities of its researchers worldwide. Advantest’s research and development team for semiconductor and component test systems in Japan works closely with Advantest research and development teams in the U.S. and Europe for the development of hardware and software.

 

Advantest has been carrying out research and development activities for its burn-in system, concentrating its development resources on Japan Engineering Co., Ltd, a subsidiary of Advantest.

 

Advantest is currently engaged in the research and development of electron-beam, or e-beam, lithography technology used to draw circuit patterns directly on semiconductor wafers, as well as the research and development of electron-beam length measuring systems used to measure the microscopic size of the circuit pattern of a photomask. Due to their throughput limitations, e-beam lithography systems are currently only used in the production of high value-added semiconductors with limited production volumes and semiconductor prototypes. Advantest believes that further research and development will be necessary in order to attain high precision technologies for the leading semiconductor design and manufacturing process, in addition to the development of technologies for throughput responding to the demand for next generation equipment.

 

For a description of Advantest’s patents, licenses and other intellectual property, see “Information on the Company—Business Overview—Licenses and Intellectual Property Rights.”

 

5.D. TREND INFORMATION

 

For a discussion of the trends that affect Advantest’s business and financial condition and results of operations, see “Information on the Company—Business Overview,” “Operating and Financial Review—Operating Results” and “Operating and Financial Review and—Liquidity and Capital Resources.”

 

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5.E. OFF-BALANCE SHEET ARRANGEMENTS

 

As of March 31, 2012, Advantest had no material off-balance sheet arrangements.

 

Advantest does not participate in transactions that derecognize assets or liabilities through unconsolidated entities, structured finance or special purpose entities that were created for the purpose of facilitating off-balance sheet arrangements or other limited purposes.

 

5.F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

The following table reflects Advantest’s current obligations and commitments to make future payments under contracts, contractual obligations and commercial commitments as of March 31, 2012.

 

     Payments due by Period  

Contractual Cash Obligation

   Total      Less than
1 year
     1-3
years
     3-5
years
     More than
5 years
 
     (in millions)  

Short-Term Debt

   ¥ 25,000      ¥ 25,000      ¥ —         ¥ —         ¥ —     

Long-Term Debt, including current portion

     —           —           —           —           —     

Operating Leases

     2,322         775         1,010         518         19   

Contractual Obligations

     3,770         3,770         —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Contractual Cash Obligations

   ¥ 31,092       ¥ 29,545       ¥ 1,010       ¥ 518       ¥ 19   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

The contractual cash obligation table excludes our long-term deferred tax liabilities because we cannot make a reliable estimate of the timing of cash payments. For details see Note 14, “Income Taxes.”

 

5.G. SAFE HARBOR

 

All information that is not historical in nature disclosed under “Item 5. Operating and Financial Review and Prospects—Off-Balance Sheet Arrangements” and “—Tabular Disclosure of Contractual Obligations” is deemed to be a forward-looking statement. See “Cautionary Statement with Respect to Forward-Looking Statements.”

 

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ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

6.A. DIRECTORS AND SENIOR MANAGEMENT

 

Directors, Corporate Auditors and Executive Officers

 

Directors, corporate auditors and executive officers of the Company as of June 26, 2012 and their respective business experience are listed below.

 

Name (Date of birth)

  

Position
(Group executive/function)

   Date of
commencement
  

Business experience

Toshio Maruyama

(April 17, 1948)

   Chairman of the Board and Representative Director    4/1973    Joined Advantest Corporation
      6/1989    Director
      6/1995    Managing Director
      6/1999    Senior Managing Director
         Senior Vice President, ATE Sales Group
      6/2001    Representative Director and President
      5/2003    Director, Environmental Management Center
      6/2003    Representative Director, President and COO
      6/2005    Representative Director, President and CEO
      5/2006    Director of the Association of Super-Advanced Electronics Technologies
      7/2008    SEMI Director (present position)
      3/2009    Senior Vice President, New Concept Product Initiative
      4/2009    Director, CSR & Environmental Affairs Promotion Center
      6/2009    Chairman of the Board and Representative Director (present position)
      7/2009    Director of Nippon Keidanren
      4/2011    Director of Japan Electronics and Information Technology Industries Association (present position)
      5/2011    Executive Director of Semiconductor Equipment Association of Japan
      3/2012    Executive Member of Nippon Keidanren (present position)
      5/2012    Vice Chairman of Semiconductor Equipment Association of Japan (present position)

Haruo Matsuno

(February 14, 1960)

   Representative Director, President and CEO    4/1984    Joined Advantest Corporation
      6/2006    Senior Vice President, Procurement Group
      6/2007    Senior Vice President, Procurement & Logistics Group
      1/2008    Senior Vice President, Production Group
      6/2008    Executive Officer
      6/2009   

Representative Director, President and CEO (present position)

Director, CSR & Environmental Affairs Promotion Center (present position)

      6/2010    Executive Vice President, New Concept Product Initiative (present position)

Naoyuki Akikusa

(December 12, 1938)

   Director    4/1961    Joined Fuji Communication Apparatus Mfg. Co., Ltd. (currently Fujitsu Limited)
      6/1988    Director, Fujitsu Limited

 

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Name (Date of birth)

  

Position
(Group executive/function)

   Date of
commencement
  

Business experience

      6/1991    Managing Director of Fujitsu Limited
      6/1992    Senior Managing Director, Fujitsu Limited
      6/1998    Representative Director and President, Fujitsu Limited
      6/2003   

Representative Director and Chairman of the Board, Fujitsu Limited

Corporate Auditor of FANUC LTD

      6/2005    Corporate Auditor of Advantest Corporation
      6/2006    Director, Advantest Corporation (present position)
      6/2008    Senior Executive Advisor and Director of Fujitsu Limited
      6/2010    Senior Executive Advisor of Fujitsu Limited (present position)

Yasushige Hagio

   Director    4/1972    Assistant Judge, Tokyo District Court

(November 24, 1947)

      4/1982    Judge, Tokyo District Court
      4/1998    Instructor, Legal Training and Research Institute
      12/2003    Chief of the Shizuoka District Court
      6/2004    Registered as an attorney-at-Law
         Joined Seiwa Patent office & Law (present position)
      6/2006    Director, Advantest Corporation (present position)

Osamu Karatsu

(April 25, 1947)

   Director    4/1975    Joined Nippon Telegraph and Telephone Public Corporation
      6/1991    Executive Manager, LSI Laboratories, Nippon Telegraph and Telephone Corporation
      6/1997    Vice President and Director, Advanced Telecommunications Research Institute International
      4/1999    Principal Consultant, SRI Consulting K.K.
      4/2000    Chief Executive Director, SRI International, Japan
      6/2012    Director, Advantest Corporation (present position)

Shinichiro Kuroe

(March 30, 1959)

  

Director, Managing Executive Officer

Strategic Business

   4/1981    Joined Advantest Corporation
      3/1998    Manager, 1st Product Development Department
      6/2000    Manager, Memory Tester Development Department
      6/2001    General Manager, Memory Tester Business Division
      4/2002    In Charge of Memory Tester Product, ATE Business Group
         General Manager, 1st Memory Tester Business Division
      2/2003    General Manager, Memory Tester Business Division

 

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Name (Date of birth)

  

Position
(Group executive/function)

   Date of
commencement
  

Business experience

      6/2005    Executive Officer
         Vice President, Sales and Marketing Group
         General Manager, Solution Business Division
      4/2007    General Manager, Soc Strategic Sales Team
      12/2007    General Manager, 1st SoC Tester Business Division
      6/2008    Senior Vice President, SoC Tester Business Group
      4/2009    Senior Vice President, Test System Business Group
         General Manager, Memory Tester Business Division
      6/2009   

Director, Managing Executive Officer (present position)

Technology Development Group and Test System Business Group

      6/2010    Test System Business
         General Manager, System Planning Division
      6/2011    Strategic Business (present position)
         Executive Vice President, Strategic Business Unit (present position)

Sae Bum Myung

(September 16, 1954)

   Director, Managing Executive Officer Sales and Marketing    4/1989    Joined Advantest Corporation
      4/2004    Manager, International Sales Department 3
      6/2006    Representative Director and President, Advantest Korea Co., Ltd.
      6/2008    Executive Officer
         Asia Sales, Sales and Marketing Group
      4/2009    Leader, Korea Account Sales Initiatives
      6/2011    Director, Managing Executive Officer (present position)
         Sales and Marketing (present position)
         Executive Vice President, Sales and Marketing Group (present position)

Hiroshi Nakamura

(December 4, 1957)

  

Director, Managing Executive Officer

Corporate Administration

   4/1981    Joined Advantest Corporation
      6/1998    Manager, Business Accounting Department, Corporate Affairs Group
      6/2002    Manager, Accounting Department, Corporate Affairs Group
      6/2006    Executive Officer
         Vice President, Corporate Affairs Group
      6/2007   

Senior Vice President, Financial Group

Senior Director, Accounting Department

      6/2008   

Vice President, Corporate Administration Group

General Manager, Accounting and Finance Division

      6/2009    Managing Executive Officer
      6/2010

 

6/2012

  

Executive Vice President, Corporate Administration Group (present position)

Director, Managing Executive Officer (present position)

Corporate Administration (present position)

 

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Name (Date of birth)

  

Position
(Group executive/function)

   Date of
commencement
  

Business experience

Yuichi Kurita

(July 28, 1949)

   Standing Corporate Auditor    4/1973    Joined Fujitsu Limited
      3/2001    Joined Advantest Corporation
      10/2001    General Manager, Investor Relations Office
      4/2002    Manager, Finance Department
      6/2003    Executive Officer
         Vice President, Corporate Affairs Group
      6/2004   

Vice President, Corporate Affairs Group (overseeing Finance)

Senior Vice President, Corporate Relations Group

      6/2005    Senior Vice President, Corporate Planning Group
      11/2006    Director, e-Shuttle, Inc. (present position)
      6/2007   

Director, Managing Executive Officer

Corporate Affairs

      6/2008    Corporate Administration
         Senior Vice President, Corporate Administration Group
        

Assistant Director (Administration), Environmental Management Center

In Charge of Corporate Ethics Office

      4/2009    Assistant Director (Administration), CSR & Environmental Affairs Promotion Center
      6/2009    Corporate Planning and Administration
      6/2010    Director, Senior Executive Officer
         Corporate Auditor, Tera Probe, Inc.
      6/2012    Standing Corporate Auditor (present position)

Akira Hatakeyama

(December 20, 1950)

   Standing Corporate Auditor    4/1973    Joined Advantest Corporation
      5/1995    General Manager, ATE Engineering and Manufacturing Division
      4/2001    Representative Director, President and CEO, Japan Engineering Co., Ltd.
      6/2005    Executive Officer
      6/2008    Advisor
      6/2011    Standing Corporate Auditor (present position)

Megumi Yamamuro

(March 8, 1948)

   Corporate Auditor    4/1974    Assistant Judge, Tokyo District Court
      4/1984    Judge, Tokyo District Court
      4/1988    Instructor, Legal Training and Research Institute
      4/1997    Judge, Tokyo High Court
      7/2004    Registered as an attorney-at-Law
         Joined CAST Law P.C. (currently URYU & ITOGA) (present position)
      10/2004    Professor, The University of Tokyo Graduate School of Law and Politics
      6/2005    Corporate Auditor, Fujitsu Limited (present position)
      6/2006    Corporate Auditor, Advantest Corporation (present position)

 

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Name (Date of birth)

  

Position
(Group executive/function)

   Date of
commencement
  

Business experience

      6/2009    Corporate Auditor, NIFTY Corporation (present position)
      10/2010    Professor, The University of Nihon Graduate School of Law (present position)

Masamichi Ogura

(June 30, 1946)

   Corporate Auditor    4/1969    Joined Fujitsu Limited
      6/2000    Director, Fujitsu Limited
      6/2002    Managing Executive Officer, Fujitsu Limited
      4/2003    Senior Executive Officer, Fujitsu Limited
      6/2003    Director, Senior Executive Officer, Fujitsu Limited
      6/2004    Corporate Auditor, Fujitsu General Limited (present position)
      6/2006    Vice President and Representative Director, Fujitsu Limited
      6/2008    Standing Corporate Auditor, Fujitsu Limited (present position)
      6/2011    Corporate Auditor, Advantest Corporation (present position)

Yoshiaki Yoshida

(February 8, 1958)

   Managing Executive Officer    4/1999    Joined Advantest Corporation
         Director, Advantest Finance Inc.
      6/2000    Representative Director, Advantest Finance Inc.
      6/2006    Executive Officer
      6/2007    Vice President, Corporate Planning Group
      6/2008    Executive Vice President, Corporate Planning Group (present position)
      3/2009    Senior Vice President (Officer), New Concept Product Initiative (present position)
      6/2009    Managing Executive Officer (present position)
      6/2010

4/2012

6/2012

  

Senior Vice President, Launch Planning Group for Certification Association

Leader, Power Device Enabling Group (present position)

Assistant Director (Administration), CSR & Environmental

Affairs Promotion Center (present position)

Masao Shimizu

(February 24, 1953)

  

Managing Executive Officer

System Solution Business

   4/1973    Joined Advantest Corporation
      4/2000    General Manager, SoC Tester Business Division
      6/2001    Director
      4/2002    General Manager, 1st SoC Tester Business Division
      6/2003    Executive Officer
      6/2004    Vice President, ATE Business Group (overseeing SoC Tester product)
      4/2005    Senior Vice President, 1st Test System Business Group
      6/2006    Senior Vice President, DI Business Group
         General Manager, DI Business Division
      6/2007    Director, Fujitsu Interconnect Technologies Limited (present position)

 

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Name (Date of birth)

  

Position
(Group executive/function)

   Date of
commencement
  

Business experience

      4/2009    Vice President (DI), System Solution Business Group
         General Manager, DI Business Division
      6/2009   

General Manager, DI Solution Business Division

Senior Vice President, System Solution Business Group

General Manager, CE Support Division

      6/2010    Managing Executive Officer (present position)
         System Solution Business (present position)
      6/2011    Executive Vice President, System Solution Group

Hideaki Imada

   Managing    4/1978    Joined Advantest Corporation

(April 19, 1955)

   Executive Officer    4/2002    General Manager, 2nd SoC Tester Business Division
      2/2003    Leader, OAI Business Initiatives
      6/2003    Executive Officer
         Vice President, ATE Sales Group
      4/2004    Vice President, Sales and Marketing Group
      6/2004    Vice President, Sales and Marketing Group (overseeing OAI)
      4/2005    Senior Vice President, 2nd Test System Business Group
         General Manager, Product Design Initiatives 2
         General Manager, Memory Tester Business Division
      6/2008    Senior Vice President, Memory Tester Business Group
      4/2009    Vice President (SE), System Solution Business Group
      6/2009    Executive Vice President, Production Group (present position)
      6/2011    Managing Executive Officer (present position)

Yasuhiro Kawata

   Executive Officer    4/1974    Joined Advantest Corporation

(October 5, 1953)

      6/2001    General Manager, ATE Product Engineering Division
      4/2002    General Manager, 2nd Memory Tester Business Division
      2/2003    General Manager, 2nd SoC Tester Business Division, ATE Business Group
      6/2005    Executive Officer (present position)
         General Manager, 2nd SoC Tester Business Division, 1st Test System Business Group
      5/2007    Senior Vice President, Cost Planning Group
         General Manager, Cost Planning Division
      6/2008    Executive Vice President, Quality Assurance Group (present position)
         General Manager, Quality Assurance Division

 

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Name (Date of birth)

  

Position
(Group executive/function)

   Date of
commencement
  

Business experience

         Assistant Director (Technology), Environmental Management Center
      4/2009    Assistant Director (Technology), CSR & Environmental Affairs Promotion Center (present position)

Takashi Sugiura

   Executive Officer    4/1979    Joined Advantest Corporation

(March 8, 1957)

      9/1998    Manager, ATE Global Marketing Department
      6/2001    Manager, ATE SoC Solution Business Department
      10/2001    General Manager, Product Design Initiatives
      6/2002    General Manager, ATE Product Design Initiatives
      2/2003    General Manager, Product Design Initiatives
      6/2005    General Manager, Product Design Initiatives 1
         Executive Officer (present position)
      6/2006   

Senior Vice President, FA Business Group

General Manager, Handler Division

      6/2009    Vice President, Corporate Administration Group
         General Manager, Legal and Intellectual Property Division
      4/2010    General Manager, Launch Planning Group for Certification Association
      7/2010    Executive Vice President, Field Service Group (present position)

Takashi Sekino

   Executive Officer    4/1982    Joined Advantest Corporation

(May 30, 1957)

      4/1998    Manager, 1st R&D Department, ATE Technology Division
      6/1998    Manager, 2nd R&D Department, ATE 1st Technology Division
      6/2001    Manager, 3rd R&D Department, ATE 1st Technology Division
      11/2001    General Manager, ATE 1st Technology Division
      4/2005    General Manager, 1st Technology Division
      6/2006    Executive Officer (present position)
         Vice President, Technology Development Group
      5/2007    Senior Vice President, Technology Development Group
      6/2009    General Manager, 3rd Technology Division
      6/2011    Executive Vice President, ATE Unit Development Group (present position)

Soichi Tsukakoshi

   Executive Officer    4/1983    Joined Advantest Corporation

(February 1, 1960)

      4/2008    General Manager, Strategic Sales Division
      6/2008    Executive Officer (present position)
         Senior Vice President (Officer), Sales and Marketing Group
      1/2010    Leader, Domestic Account Sales Initiatives

 

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Name (Date of birth)

  

Position
(Group executive/function)

   Date of
commencement
  

Business experience

     

 

6/2012

  

Senior Vice President, Sales Division 1

Senior Vice President (Officer), Production Group (present position)

Josef Schraetzenstaller

(June 16, 1957)

   Executive Officer    11/1996    Joined Advantest (Europe) GmbH (currently Advantest Europe GmbH)
      10/1997    Prokurist, Advantest (Europe) GmbH (currently Advantest Europe GmbH)
      4/2000    Managing Director, Advantest (Europe) GmbH (currently Advantest Europe GmbH)
      6/2008    Executive Officer, Advantest Corporation (present position)
         Europe Sales, Sales and Marketing Group
      4/2009    Leader, EU Account Sales Initiatives
      4/2012    Managing Director (CEO), Advantest Europe GmbH (present position)

R. Keith Lee

(December 15, 1955)

   Executive Officer    8/1984    Joined Takeda Riken America, Inc. (currently Advantest America, Inc.)
      7/1996    General Manager, Custom Design Engineering, Advantest America, Inc.
      1/2004    Chairman of the Board, President and CEO, Advantest America, Inc.
         Director, President and CEO, Advantest America Corporation (Holding Co.)
      6/2008    Executive Officer, Advantest Corporation (present position)
         America Sales, Sales and Marketing Group
      4/2009

4/2012

  

Leader, US Account Sales Initiatives

Director, President and CEO, Advantest America, Inc. (Present position)

Makoto Nakahara

   Executive Officer    4/1983    Joined Advantest Corporation

(July 23, 1959)

      5/2002    Director, Chief Executive Officer and President, Advantest America Measuring Solutions, Inc.
      11/2006    Manager, Development Purchasing & Innovative Procurement Planning Department, Procurement Group
      1/2008    Manager, 1st Purchasing department, Production Group
      1/2010    General Manager, Global Marketing Division
      6/2011    Executive Officer (present position)
     

 

1/2012

  

Senior Vice President (Officer), Strategic Business Unit

Senior Vice President (Officer), Sales and Marketing Group (present position)

      4/2012    Division Manager, Sales Division 2 (present position)

Toshiyuki Okayasu

   Executive Officer    4/1987    Joined Advantest Corporation

(June 2, 1962)

      6/2007    Manager, 5th R&D Department, 1st Technology Division
      6/2009   

Vice President, Technology Development Group

General Manager, 2nd Technology Division

 

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Name (Date of birth)

  

Position
(Group executive/function)

   Date of
commencement
  

Business experience

      6/2011    Executive Officer (present position)
         Executive Vice President, ATE System Development Group (present position)

Hans-Juergen Wagner

(January 19, 1960)

   Executive Officer    1/1985

6/2006

7/2011

  

Joined Hewlett-Packard Company

Vice President, Verigy Germany GmbH

Executive Officer (present position)

EVP, SOC Products, Verigy Ltd.

        
        
        
      10/2011    Chairman of the Board, President and CEO, Verigy Ltd.
      4/2012    Managing Director (R&D, CTO), Advantest Europe GmbH (present position)

Yih-Neng Lee

   Executive Officer    11/1983    Joined Hewlett-Packard Company

(June 23, 1958)

      8/2005    VP and GM, Asia Sales Operation, Verigy (Shanghai) Co., Ltd.
      4/2012    Managing Director (CEO), Advantest (Singapore) Pte. Ltd. (present position)
      6/2012    Executive Officer (present position)

CH Wu

   Executive Officer    7/1984    Joined Philips Electronic Taiwan Inc.

(February 26, 1961)

      12/1990    Joined Advantest Taiwan Inc.
      6/2006    CEO, Advantest Taiwan Inc. (present position)
      6/2012    Executive Officer (present position)

Kazuhiro Yamashita

   Executive Officer    4/1984    Joined Advantest Corporation
(December 18, 1961)       10/2011    Principal, Global Marketing, Strategic Business Unit
      6/2012   

Executive Officer (present position)

Executive Vice President, System Solution Group (present position)

Kenji Sato

   Executive Officer    4/1985    Joined Yokogawa-Hewlett-Packard Company

(May 2, 1962)

      6/2006    Representative Director and President, Verigy (Japan) K.K.
      4/2012   

Joined Advantest Corporation

Senior Vice President, Sales Division 1, Sales and Marketing Group (present position)

      6/2012   

Executive Officer (present position)

Senior Vice President (Officer), Sales and Marketing Group (present position)

 

None of the persons listed above was selected as director, corporate auditor or executive officer pursuant to an arrangement or understanding with Advantest’s major shareholders, customers, suppliers or others. There are no family relationships between any of the persons listed above.

 

6.B. COMPENSATION

 

Executive Compensation

 

The aggregate amount of compensation of all of the Company’s directors and corporate auditors was approximately ¥590 million during fiscal 2011. Of the foregoing, the aggregate amount of compensation for the Company’s directors (outside corporate directors excluded) was ¥494 million (¥278 million in fixed compensation, ¥101 million in bonus and ¥115 million in qualifying stock options), ¥57 million for the Company’s corporate auditors (outside corporate auditors excluded) (¥38 million in fixed compensation,

 

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¥14 million in bonus and ¥5 million in qualifying stock options) and ¥39 million for outside directors and outside corporate auditors (¥29 million in fixed compensation and ¥10 million in qualifying stock options). The amount of compensation for Director Toshio Maruyama was ¥124 million (¥68 million in fixed compensation, ¥26 million in bonus and ¥30 million in qualifying stock options). The amount of compensation for Director Haruo Matsuno was ¥110 million (¥56 million in fixed compensation, ¥24 million in bonus and ¥30 million in qualifying stock options).

 

Compensation for directors and corporate auditors was authorized by resolutions of the general meeting of shareholders on June 27, 2007 and to the extent compensation is within the authorized range, further authorization is not required. For a description of the Company’s equity-based compensation plans, see “—Share Ownership.”

 

The amounts of compensation for directors and corporate auditors set forth above includes fixed compensation paid to two directors and two auditors who retired from their positions as of the closing of the 69th ordinary general meeting of shareholders, which was held on June 24, 2011.

 

6.C. BOARD PRACTICES

 

Directors

 

The Board of Directors has the ultimate responsibility for the administration of the affairs of the Company. The Company’s articles of incorporation limit the number of directors to ten. Directors are elected at a general meeting of shareholders, and the standard term of directors is one year. Directors may serve any number of consecutive terms. The Board of Directors elects one or more representative directors from among its members, each of whom has the authority individually to represent the Company. From among its members, the Board of Directors may elect the chairman and the vice chairman. None of the directors of the Company has a service contract with the Company that provides for benefits upon termination of service.

 

Pursuant to the Company Law of Japan (hereinafter in Item 6.C., “Company Law”) and the Company’s articles of incorporation, and to the extent permitted by the laws and regulations, the Company may, by resolution of the Board of Directors, exempt liabilities of its directors (including persons who have previously served as the Company’s directors) for failing to perform their duties. The Company may enter into contracts with outside directors to limit their liabilities for a failure to perform their duties, provided that the maximum amount of liabilities under such contracts shall be the total of the amounts provided in each item of Article 425, Paragraph 1 of the Company Law.

 

Corporate Auditors

 

The Company’s articles of incorporation provide for no more than five corporate auditors and the Company currently has two Standing Corporate Auditors and two outside corporate auditors. Corporate auditors are elected at the general meeting of shareholders and the standard term of office of corporate auditors is four years. Under the Company Law, at least half of the corporate auditors are required to be persons who have not been a director, accounting counselor (if an accounting counselor is a corporation, an employee of such corporation who executes its duties), executive officer, manager, or employee of the Company or any of its subsidiaries at any time in the past. Corporate auditors may not at the same time be directors, accounting counselors (if an accounting counselor is a corporation, an employee who executes its duties), executive officers, managers, or employees of the Company or any of its subsidiaries. The Company increased the number of required outside corporate auditors from one to two at the general meetings of shareholders held in June 2003 in order to strengthen the auditing function of the board of corporate auditors. Corporate auditors are under a statutory duty to oversee the administration of the Company’s affairs by its directors, to audit its financial statements to be submitted by its Board of Directors to the general meetings of the shareholders and to report their opinions thereon. They are also required to attend the meetings of the Board of Directors and to express their opinions, but are not entitled to vote.

 

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Corporate auditors constitute the board of corporate auditors. The board of corporate auditors has a statutory duty to prepare and submit an audit report to the directors each year. A corporate auditor may note his or her opinion in the audit report if his or her opinion is different from the opinion expressed in the audit report. The board of corporate auditors is empowered to establish audit policy, methods to investigate the state of business operations and assets and other matters relating to the execution of duties by corporate auditors.

 

Pursuant to the Company Law and the Company’s articles of incorporation, and to the extent permitted by the laws and regulations, the Company may, by resolution of the Board of Directors, exempt liabilities of its corporate auditors (including persons who have previously served as the Company’s corporate auditors) for failing to perform their duties. The Company may enter into contracts with outside corporate auditors to limit their liabilities for a failure to perform their duties, provided that the maximum amount of liabilities under such contracts shall be the total of the amounts provided in each item of Article 425, Paragraph 1 of the Company Law.

 

6.D. EMPLOYEES

 

Set forth below is a table listing the total number of full-time employees and a breakdown of persons employed by main category of activity and by geographic location, as of March 31, 2010, March 31, 2011 and March 31, 2012. The increase of the number of employees as of March 31, 2012 is primarily due to the acquisition of Verigy as a wholly-owned subsidiary of Advantest.

 

     As of March 31,  
     2010      2011      2012  

Full-Time Employees

     3,151         3,163         4,464   

By Category of Activity:

        

Administrative

     358         321         444   

Sales

     246         256         475   

Customer Support

     731         700         1,123   

Manufacturing

     579         674         829   

Research and Development

     1,139         1,121         1,510   

Other

     98         91         83   

By Geographic Location:

        

Japan

     2,413         2,404         2,504   

Asia (excluding Japan)

     400         409         816   

Americas

     173         183         585   

Europe

     165         167         559   

 

Most regular employees of the Company and its subsidiaries in Japan are members of one of the four labor unions. None of Advantest’s overseas employees is a member of a union. Advantest considers its labor relations with all of its workers to be good.

 

During the fiscal years ended March 31, 2010, 2011 and 2012, Advantest had an annual average of 217, 223 and 279 temporary employees, respectively.

 

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6.E. SHARE OWNERSHIP

 

The following table sets forth the beneficial ownership of shares of common stock of the Company as of March 31, 2012 of each of the Company’s directors, corporate auditors and executive officers as of March 31, 2012 and of directors, corporate auditors and executive officers newly elected in June, 2012.

 

Name of Record/Beneficial Owner

   Number of Shares  

Toshio Maruyama

     160,162   

Haruo Matsuno

     143,472   

Naoyuki Akikusa

     20,766   

Yasushige Hagio

     21,807   

Yuichi Kurita

     101,114   

Shinichiro Kuroe

     86,635   

Sae Bum Myung

     72,000   

Yuri Morita

     27,858   

Akira Hatakeyama

     20,652   

Megumi Yamamuro

     20,724   

Masamichi Ogura

     5,000   

Hiroshi Nakamura

     81,004   

Yoshiaki Yoshida

     76,928   

Masao Shimizu

     72,000   

Hideaki Imada

     73,146   

Yasuhiro Kawata

     61,151   

Takashi Sugiura

     75,748   

Takashi Sekino

     64,775   

Soichi Tsukakoshi

     61,508   

Josef Schraetzenstaller

     60,000   

R. Keith Lee

     60,000   

Makoto Nakahara

     26,480   

Toshiyuki Okayasu

     26,230   

Hans-Juergen Wagner

     30,000   

Osamu Karatsu

     0   

Yih-Neng Lee

     12,000   

CH Wu

     20,000   

Kazuhiro Yamashita

     4,000   

Kenji Sato

     6,000   

 

Each of the persons listed above owns less than one percent of the issued and outstanding shares of common stock of the Company.

 

The number of shares owned by the Company’s directors, corporate auditors and executive officers include options that are currently exercisable for 1,401,000 shares of the Company’s common stock. For a description of these options, see “Stock Option Plan” below. The number of shares of common stock owned by the Company’s directors, corporate auditors and executive officers reflects the number of shares that are owned through the director and corporate auditor stock ownership association and allocated to an individual director, corporate auditor or executive officer. For a description of this association, see “—Stock Ownership Associations.” For a description of the unit share system, see “Additional Information—The Unit Share System.”

 

Stock Option Plan

 

At the general ordinary meetings of shareholders or meeting of Board of Directors held in June 2008, June 2009, June 2010, June 2011, July 2011 and June 2012, the shareholders or the Board Directors of the Company approved stock option plans for selected directors, corporate auditors, executive officers and employees of

 

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Advantest. The shareholders of the Company also approved the compensation amount of stock acquisition rights to be granted as stock options to directors and corporate auditors of the Company. The following table shows selected information related to these stock options.

 

     Twentieth series    Twenty-first series    Twenty-second series

Date of grant

   July 10, 2008    July 10, 2008    April 1, 2009

Number of shares to be issued/ delivered

   182,000    522,000    12,000

Issuance price per unit (100 shares)

   ¥36,900    ¥0    ¥0

Exercise price per share

   ¥2,653    ¥2,653    ¥2,653

Beginning of exercise period

   April 1, 2009    April 1, 2009    May 1, 2009

End of exercise period

   March 31, 2013    March 31, 2013    March 31, 2013

Number of directors, corporate auditors and executive officers of the Company

   13    15    0

Number of other employees

   0    174    8
     Twenty-third series    Twenty-fourth series    Twenty-fifth series

Date of grant

   July 10, 2009    July 12, 2010    July 12, 2011

Number of shares to be issued/ delivered

   338,000    308,000    988,000

Issuance price per unit (100 shares)

   ¥41,700    ¥53,500    ¥49,600

Exercise price per share

   ¥1,844    ¥2,089    ¥1,529

Beginning of exercise period

   April 1, 2010    April 1, 2011    April 1, 2012

End of exercise period

   March 31, 2014    March 31, 2015    March 31, 2016

Number of directors, corporate auditors and executive officers of the Company

   25    23    23

Number of other employees

   0    0    228
     Twenty-sixth series    Twenty-seventh series     

Date of grant

   August 16, 2011    July 12, 2012   

Number of shares to be issued/ delivered

   658,000    2,542,000   

Issuance price per unit (100 shares)

   ¥26,100    to be determined   

Exercise price per share

   ¥1,529    to be determined   

Beginning of exercise period

   April 1, 2012    April 1, 2013   

End of exercise period

   March 31, 2016    March 31, 2017   

Number of directors, corporate auditors and executive officers of the Company

   5    28   

Number of other employees

   55    325   

 

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The Company acquired Verigy on July 2011. As one of the conditions precedent to such acquisition, the Company has assumed the stock options which had been granted by Verigy to the directors and employees of Verigy and its subsidiaries at the time of the acquisition, and has granted them stock options with terms and conditions that are substantively the same as those under which the relevant stock options were granted by Verigy. The Board of Directors of the Company on July, 2011 has passed a resolution to grant to the directors and employees of Verigy and its subsidiaries the stock options to be issued by the Company. The following table shows selected information related to these stock options.

 

    

Plan first ~ Plan
eighty-ninth

Date of grant

   July 20, 2011

Number of shares to be issued/ delivered

   2,387,046 (total 89 types of stock options)

Issuance price per unit (100 shares)

   ¥4 ~ ¥854

Exercise price per share

   $7.84 ~ $34.76

Beginning of exercise period

   July 20, 2011

End of exercise period

   July 29, 2011 ~
January 31, 2018

Number of directors, corporate auditors and executive officers of the Company

   0

Number of other employees

   386 (total 89 types of stock options)

 

Employee Stock Purchase Program

 

Since August 1, 2002, eligible employees of Advantest America Corporation and its U.S. subsidiaries are able to participate in an employee stock purchase program. Under the program, each eligible employee may authorize payroll deductions of up to 15% of their base salary toward the purchase of ADRs representing shares of common stock of the Company. In addition, the Company will make an additional contribution equal to 15% of each eligible employee’s payroll deductions toward the purchase of the ADRs.

 

Stock Ownership Associations

 

The Company’s director and corporate auditor stock ownership association is a partnership formed by the current and former directors, executive officers and corporate auditors of the Company for the purpose of acquiring the Company’s shares of common stock. Only current directors, executive officers and corporate auditors and company advisors that formerly were directors, corporate auditors and executive officers of the Company may join the director and corporate auditor stock ownership association. The Company established its director and corporate auditor stock ownership association in 1983. Any member of the association may request that record ownership of the stock held by that member be transferred, in lots of a single unit, to that member. As of March 31, 2012, 23 current and former directors, executive officers, corporate auditors and company advisors were members of the director, executive officer and corporate auditor stock ownership association, and the association held 34,416 shares of the Company’s common stock. The Company also has an employee stock ownership association for other employees in Japan. As of March 31, 2012, the association had 557 members and held 457,816 shares of the Company’s common stock.

 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

7.A. MAJOR SHAREHOLDERS

 

As of March 31, 2012, 173,271,380 shares of the Company’s common stock were outstanding. Beneficial ownership of the Company’s common stock in the table below was prepared from publicly available records of the filings made by the Company’s shareholders regarding their ownership of the Company’s common stock under the Financial Instruments and Exchange Law of Japan.

 

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Under the Financial Instruments and Exchange Law of Japan, any person who becomes, beneficially and solely or jointly, a holder, including, but not limited to, a deemed holder who manages shares for another holder pursuant to a discretionary investment agreement, of more than 5% of the shares with voting rights of a company listed on a Japanese stock exchange (including ADSs representing such shares) must file a report concerning the shareholding with the Director of the relevant local finance bureau. A similar report must be filed, with certain exceptions, if the percentage of shares held by a holder, solely or jointly, of more than 5% of the total issued shares of a company increases or decreases by 1% or more, or if any change to a material matter set forth in any previously filed reports occurs.

 

Based on publicly available information, the following table sets forth the beneficial ownership of holders of more than 5% of the Company’s common stock as of the dates indicated in the reports described below.

 

Name of Beneficial Owner

   Number of Shares      Percentage of
Outstanding Shares
 

Fujitsu Limited

     20,142,792         10.09

The Bank of Tokyo-Mitsubishi UFJ, Ltd., and its related entities

     16,240,791         8.14

Sumitomo Mitsui Trust Bank, Limited and its related entities

     14,536,300         7.28

Nomura Securities Co., Ltd. and its related entities

     10,074,023         5.05

 

The number of shares owned by Fujitsu Limited is based on a report filed under the Securities and Exchange Law of Japan stating that Fujitsu held or was deemed to hold beneficially, as of February 23, 2005, 20,142,792 shares of the Company’s common stock. This figure includes 20,142,600 shares of the Company’s common stock held by the trustee of a retirement benefit plan of Fujitsu. Fujitsu retained beneficial ownership of these 20,142,600 shares of common stock.

 

The number of shares owned by The Bank of Tokyo-Mitsubishi UFJ, Ltd. and its related entities is based on reports filed under the Financial Instruments and Exchange Law of Japan stating that The Bank of Tokyo-Mitsubishi UFJ, Ltd. and its related entities held or were deemed to hold beneficially, as of December 12, 2011, 16,240,791 shares of the Company’s common stock.

 

The number of shares owned by Sumitomo Mitsui Trust Bank, Limited and its related entities is based on reports filed under the Financial Instruments and Exchange Law of Japan stating that Sumitomo Mitsui Trust Bank, Limited and its related entities held or were deemed to hold beneficially, as of April 13, 2012, 14,536,300 shares of the Company’s common stock.

 

The number of shares owned by Nomura Securities Co., Ltd. and its related entities is based on reports filed under the Financial Instruments and Exchange Law of Japan which state that Nomura Securities Co., Ltd. and its related entities held or were deemed to hold beneficially, as of April 13, 2012, 10,074,023 shares of the Company’s common stock.

 

Based on information made publicly available on or after April 1, 2009, the following table describes transactions resulting in a 1% or more change in the percentage ownership held by major beneficial owners of the Company’s common stock.

 

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Name of Shareholder

   Date of
Transaction
     Shares Owned
Prior to
Transaction
     Percentage     Number of
Shares
Changed
    Shares Owned
After the
Transaction
     Percentage  

The Bank of Tokyo-Mitsubishi UFJ, Ltd. and its related entities

     July 27, 2009         10,034,102         5.03     4,535,136        14,569,238         7.30

J.P.Morgan Securities Ltd. and its related entities

     December 15, 2009         —           —          —          10,712,896         5.37

Nomura Securities Co., Ltd. and its related entities

     January 29, 2010         10,171,766         5.10     (3,061,933     7,109,773         3.56

J.P.Morgan Securities Ltd. and its related entities

     May 31, 2010         10,712,896         5.37     (1,490,751     9,222,145         4.62

J.P.Morgan Whitefriars Inc. and its related entities

     July 30, 2010         —           —          —          10,007,937         5.01

Manning & Napier Advisors, Inc.

     August 3, 2010         —           —          —          10,019,910         5.02

J.P.Morgan Whitefriars Inc. and its related entities

     September 15, 2010         10,007,937         5.01     (1,153,468     8,854,469         4.44

Manning & Napier Advisors, Inc.

     November 9, 2010         10,019,910         5.02     2,168,660        12,188,570         6.11

Manning & Napier Advisors, Inc.

     March 10, 2011         12,188,570         6.11     2,085,577        14,274,147         7.15

The Sumitomo Trust and Banking Co., Ltd. and its related entities

     April 15, 2011         —           —          —          13,703,400         6.87

Manning & Napier Advisors, Inc.

     May 27, 2011         14,274,147         7.15     2,436,500        16,710,647         8.37

Manning & Napier Advisors, Inc.

     August 15, 2011         16,710,647         8.37     (2,569,120     14,141,527         7.09

Manning & Napier Advisors, Inc.

     August 18, 2011         14,141,527         7.09     (2,044,900     12,096,627         6.06

Manning & Napier Advisors, Inc.

     August 23, 2011         12,096,627         6.06     (2,440,100     9,656,527         4.84

Nomura Securities Co., Ltd. and its related entities

     April 13, 2012         —           —          —          10,074,023         5.05

 

As of March 31, 2012, the Company had 173,271,380 outstanding shares of common stock. According to JPMorgan Chase Bank, depositary for the Company’s ADSs, as of March 31, 2012, 720,843 shares of the Company common stock were held in the form of ADRs and there were three ADR holders of record in the U.S. According to the Company’s register of shareholders, as of March 31, 2012, there were 51,373 holders of common stock of record worldwide. As of March 31, 2012, there were 82 record holders of the Company’s common stock with addresses in the U.S., whose shareholdings represented 7.6% of the outstanding common stock on that date. Because some of these shares were held by brokers or other nominees, the number of record holders with addresses in the U.S. might not fully show the number of beneficial owners in the U.S.

 

None of the Company’s shares of common stock entitles the holder to any preferential voting rights.

 

Advantest knows of no arrangements the operation of which may at a later time result in a change of control.

 

7.B. RELATED PARTY TRANSACTIONS

 

Business Relationships

 

Advantest sells products to and purchases parts from Fujitsu Limited, which owns approximately 12% of the voting rights of Advantest, and its subsidiaries. Advantest sells products to Fujitsu and its subsidiaries in arm’s-length transactions. Advantest purchases parts from Fujitsu and its subsidiaries after receiving competitive bids from several suppliers. Advantest derived net sales of ¥1,847 million in fiscal 2011 from the sale of products to Fujitsu and its subsidiaries. Advantest purchased parts from Fujitsu and its subsidiaries in the amount of ¥6,155 million in fiscal 2011. Advantest had receivables from Fujitsu and its subsidiaries in the amount of ¥459 million as of March 31, 2012. Advantest had payables to Fujitsu and its subsidiaries in the aggregate amount of ¥2,653 million as of March 31, 2012 Advantest expects to continue to engage in arm’s-length transactions with Fujitsu and its subsidiaries in the future.

 

Mr. Akikusa, a Director of the Company since 2006, currently serves as a Senior Executive Advisor of Fujitsu Limited. Mr. Yamamuro, a Corporate Auditor of the Company since 2006, currently serves as a corporate auditor of Fujitsu Limited. Mr. Ogura, a Corporate Auditor of the Company since 2011, currently serves as a full-time standing corporate auditor of Fujitsu Limited.

 

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Loans

 

As of March 31, 2012, the Company has no outstanding loans to its directors and executive officers.

 

7.C. INTERESTS OF EXPERTS AND COUNSEL

 

Not applicable.

 

ITEM 8.    FINANCIAL INFORMATION

 

8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

 

1-4. Consolidated Financial Statements. Advantest’s audited consolidated financial statements are included under “Item 18—Financial Statements.” Except for Advantest’s consolidated financial statements included under Item 18, no other information in this annual report has been audited by Advantest’s independent registered public accounting firm.

 

5. Not applicable.

 

6. Export Sales. See “Information on the Company—Business Overview—Geographic Sales.”

 

7. Legal and Arbitration Proceedings. See “Information on the Company—Business Overview—Legal Proceedings.”

 

8. Dividend Policy. See “Key Information—Selected Financial Data—Dividends.”

 

8.B. SIGNIFICANT CHANGES

 

See “Operating and Financial Review and Prospects,” “Key Information—Risk Factors” and “Information on the Company—Business Overview—Industry Overview” for a discussion of significant adverse changes since the date of Advantest’s latest annual financial statements.

 

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ITEM 9.    THE OFFER AND LISTING

 

9.A. OFFER AND LISTING DETAILS

 

The following table sets forth for the periods shown the reported high and low sales prices of the Company’s common stock on the Tokyo Stock Exchange and the ADSs on the New York Stock Exchange.

 

     Tokyo Stock Exchange      New York Stock Exchange  
     Price Per Share      Price Per ADS  
         High              Low              High              Low      

Fiscal year ended March 31,

                           

2008

     5,770         2,070         48.47         19.45   

2009

     3,100         996         29.71         10.82   

2010

     2,615         1,423         28.07         15.14   

2011

     2,516         1,179         26.89         15.86   

2012

     1,663         671         19.95         8.89   

Financial quarter ended/ending

                           

June 30, 2010

     2,516         1,860         26.89         20.58   

September 30, 2010

     2,020         1,571         22.72         18.87   

December 31, 2010

     1,916         1,456         22.68         18.32   

March 31, 2011

     1,924         1,179         22.90         15.86   

June 30, 2011

     1,663         1,387         19.95         17.17   

September 30, 2011

     1,591         802         19.36         10.38   

December 31, 2011

     970         718         12.23         9.25   

March 31, 2012

     1,323         671         15.99         8.89   

Month ended

                           

December 31, 2011

     899         718         11.30         9.25   

January 31, 2012

     882         671         11.43         8.89   

February 29, 2012

     1,186         837         14.20         11.34   

March 31, 2012

     1,323         1,047         15.99         13.08   

April 30, 2012

     1,349         1,104         16.69         13.78   

May 31, 2012

     1,386         1,040         17.22         13.44   

 

9.B. PLAN OF DISTRIBUTION

 

Not applicable.

 

9.C. MARKETS

 

The Company’s common stock is traded on the First Section of the Tokyo Stock Exchange. In April 2000, the Company’s common stock was added to the Nikkei Stock Average, which is an index of 225 selected stocks from the First Section of the Tokyo Stock Exchange.

 

Since September 17, 2001, ADSs evidenced by ADRs have been traded and listed on the New York Stock Exchange through a sponsored ADR facility operated by JPMorgan Chase Bank, as depositary. Each ADS represents one share of the Company’s common stock.

 

9.D. SELLING SHAREHOLDERS

 

Not applicable.

 

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9.E. DILUTION

 

Not applicable.

 

9.F. EXPENSES OF THE ISSUE

 

Not applicable.

 

ITEM 10.    ADDITIONAL INFORMATION

 

10.A. SHARE CAPITAL

 

Not applicable.

 

10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION

 

Set forth below is information relating to the Company’s common stock, including brief summaries of the relevant provisions of the Company’s articles of incorporation and share handling regulations and of the Company Law of Japan (the “Company Law,” hereinafter in Item 10.B. the same) and related legislation, all as currently in effect.

 

General

 

The Company’s authorized number of shares to be issued is 440,000,000 shares. The number of the Company’s issued share capital as of March 31, 2012, including treasury shares, was 199,566,770. All of the issued shares are fully paid and non-assessable.

 

The Company’s share registration agent is Tokyo Securities Transfer Agent Co., Ltd., located at 6-2, Otemachi 2-chome, Chiyoda-ku, Tokyo 100-0004, Japan. The shares have no par value.

 

On June 27, 2012, the Company changed its share registration agent to Mitsubishi UFJ Trust and Banking Corporation, located at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8212, Japan.

 

The registered holder of deposited shares underlying the ADSs is the depositary for the ADSs. Accordingly, holders of ADSs will not be able to directly assert their shareholders’ rights against the Company.

 

In January 2009, the share certificates of all Japanese companies listed on stock exchanges in Japan, including the common stock of the Company, were delisted and became subject to a new book-entry transfer system. Under the new system, the Company’s shares are administered by being recorded in a shareholder’s transfer account book at the Japan Securities Depositary Center, Inc. (“JASDEC”), which is a book-entry transfer institution, or at securities firms, banks and other account management institutions. JASDEC will provide the Company with information pertaining to the Company’s shareholders that it has collated from each of the relevant account management institutions as of March 31 and September 30, or at such time as the Company makes a request for information pertaining to its shareholders based on justifiable grounds. The Company will record or register such information received from JASDEC on its register of shareholders.

 

Shareholders wishing to assert the minority rights and other rights set forth in Article 147, Paragraph 4 of the Law on Book-Entry Transfer of Corporate Bonds, Stock and Other Securities must submit an individual shareholder notice to the account management institution at which such shareholder has opened a transfer account. The account management institution will promptly inform JASDEC of such individual shareholder notice and JASDEC will, in turn, provide information pertaining to the shareholder (the individual shareholder notice) to Advantest through its share registration agent.

 

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In order for a transfer of shares to become effective, the amount of shares transferred must be recorded on the transfer account books. Moreover, the Company requires that a transfer of shares must be recorded in its shareholders’ register in order for such transfer to be perfected.

 

Objects and Purposes

 

Article 2 of the Company’s articles of incorporation states that its objective is to engage in the following business activities:

 

   

the manufacture and sale of electric, electronic and physicochemical appliances and their applied equipment;

 

   

the manufacture and sale of appliances, equipment and software related to any of the foregoing items;

 

   

the lease and rental of equipment, appliances and other products incidental to each of the foregoing items;

 

   

the temporary personnel service business; and

 

   

any and all businesses incidental to any of the foregoing items.

 

Dividends

 

Dividends—General

 

Under its articles of incorporation, the Company’s fiscal year closes on March 31 of each year, and year-end dividends, if any, are paid to shareholders (or registered pledgees thereof) of record at that date.

 

Under the Company Law, subject to certain limitation on the distributable surplus, dividends, if any, may be paid to shareholders and pledgees of shares of record as of a record date as set forth by the Company’s articles of incorporation or as determined by the Board of Directors from time to time. Dividends shall be paid by way of distribution of surplus. Dividends may be distributed in cash, or in kind subject to certain conditions being met. The Company may make distribution of dividends by a resolution of a general meeting of shareholders or by a resolution of the Board of Directors.

 

Dividends—Interim cash dividends

 

In addition to year-end cash dividends, pursuant to Article 459, Paragraph 1, Item 4 of the Company Law, the Board of Directors may by resolution declare, an interim cash surplus dividend to shareholders, and pledges of record at September 30 of each year.

 

Dividends—Legal reserve

 

When a stock company like the Company makes distribution of surplus, it shall set aside in its legal reserve or additional paid-in capital an amount equal to 10 percent of the amount of the surplus to be decreased as a result of such distribution of surplus in accordance with the provisions set forth in an ordinance of the Ministry of Justice.

 

Dividends—Distributable amount

 

Under the Company Law, the Company is permitted to make distribution of surplus to the extent that the aggregate book value of the assets to be distributed to shareholders does not exceed the Distributable Amount (as defined below) as at the effective date of such distribution of surplus.

 

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The amount of surplus at any given time shall be the amount of the Company’s assets and the book value of the Company’s treasury stock after subtracting the amounts of the following items (1) through (4) as they appear on the Company’s non-consolidated balance sheet as at the end of the Company’s last fiscal year, and after reflecting the changes in the Company’s surplus after the end of the Company’s last fiscal year, by adding the amounts of the following items (5), (6) and (7) and/or subtracting the amounts of the following items (8), (9) and (10):

 

  (1) its liabilities;

 

  (2) its stated capital;

 

  (3) its additional paid-in capital and legal reserve;

 

  (4) other amounts as provided for by an ordinance of the Ministry of Justice;

 

  (5) (if the Company transferred its treasury stock after the end of the last fiscal year) the amount of the transfer price of its treasury stock after subtracting the book value thereof;

 

  (6) (if the Company decreased its stated capital after the end of the last fiscal year) the amount of decrease in its stated capital (excluding the amount transferred to the additional paid-in capital or legal reserve);

 

  (7) (if the Company decreased its additional paid-in capital or legal reserve after the end of the last fiscal year) the amount of decrease in its additional paid-in capital or legal reserve (excluding the amount transferred to the stated capital);

 

  (8) (if the Company cancelled its treasury stock after the end of the last fiscal year) the book value of its treasury stock so cancelled;

 

  (9) (if the Company distributed surplus to shareholders after the end of the last fiscal year) the amount of the assets distributed to shareholders by way of such distribution of surplus; and

 

  (10) other amounts as provided for by an ordinance of the Ministry of Justice including (if the Company reduced the surplus and increased its stated capital, additional paid-in capital or legal reserve after the end of the last business year) the amount of such reduction and (if the Company has distributed the surplus to the shareholders after the end of the last fiscal year) the amount set aside in additional paid-in capital or legal reserve (if any) as required by the ordinances of the Ministry of Justice.

 

The Distributable Amount of the Company at any given time shall be the aggregate amount of (a) the surplus and (b) the amount of the transfer price of its treasury stock in the same period, after subtracting the amounts of the following items:

 

  (1) the book value of its treasury stock;

 

  (2) (if the Company transferred its treasury stock after the end of the last fiscal year) the amount of the transfer price of its treasury stock; and

 

  (3) other amounts as provided for by an ordinance of the Ministry of Justice including (if the sum of one-half of goodwill and the deferred assets exceeds the total of stated capital, additional paid-in capital and legal reserve, each such amount being that appearing on the non-consolidated balance sheet as of the end of the last fiscal year) all or certain part of such exceeding amount as calculated in accordance with the ordinances of the Ministry of Justice.

 

In addition, if the Company elects to become a company that uses its consolidated balance sheet for calculating distributable dividends (thus, becomes “a company subject to regulations in respect of dividends determined based on consolidated accounts”), the Company would be required to deduct the excess amount calculated in the following manner from the distributable amount of surplus. Such excess amount is determined as (x) the total amount of the amount of shareholders’ equity on unconsolidated balance sheet at the end of the last fiscal year and other amounts as provided for by an ordinance of the Ministry of Justice exceeds (y) the total amount of the amount of shareholders’ equity on its consolidated balance sheet at the end of its last fiscal year and other amounts as provided for by an ordinance of the Ministry of Justice.

 

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If the Company prepares extraordinary financial statements (as described below) and such extraordinary financial statements are approved at a meeting of the Board of Directors or the shareholders (if the Company Law so requires), the Company would be required to adjust the distributable amount for surplus by considering the profits and losses and the amount in respect of issuance of treasury stock during the period covered in such extraordinary financial statements.

 

The Company may prepare extraordinary unconsolidated financial statements that consist of a balance sheet as of a date within the fiscal year immediately following the last fiscal year (an extraordinary settlement date) and profit and loss covering a period of the first day of the current fiscal year up to such extraordinary settlement date. Such extraordinary financial statements prepared in the foregoing manner must be audited by corporate auditors and accounting auditors.

 

Dividends—Ex-dividend date and prescription

 

In Japan, the ex-dividend date and the record date for dividends precede the date of determination of the amount of the dividend to be paid. The market price of shares generally becomes ex-dividend on the third business day before the record date.

 

Under the articles of incorporation, the Company is not required to pay any cash dividends unclaimed for a period of three years after the date on which the dividends first become payable.

 

For information as to Japanese taxes on dividends, see “—Taxation—Japanese Taxation.”

 

Capital Accounts

 

The amount of the issue price of new shares (with certain exceptions) is required to be accounted for as stated capital, although the Company may account for an amount not exceeding one-half of the issue price as additional paid-in capital.

 

Under the Company Law, a resolution of general meetings of shareholders is generally required for such transfer of the additional paid-in capital and legal reserve to the stated capital.

 

The Company may also reduce the sum of its legal reserve and additional paid-in capital by resolution of a general meeting of shareholders. Under the Company Law, the Company may reduce the sum of its legal reserve and additional paid-in capital without the limitation of the amount to be reduced as mentioned above.

 

All or any part of the surplus which may be distributed as dividends may also be transferred to stated capital by resolution of a general meeting of shareholders.

 

Stock Split

 

The Company may at any time split the outstanding shares into a greater number of shares by resolution of the Board of Directors. The Company must give public notice of the stock split, specifying a record date for the stock split, not less than two weeks prior to the record date.

 

Consolidation of Shares

 

The Company may at any time consolidate shares in issue into a smaller number of shares by a special shareholders resolution (See “Voting Rights”). When a consolidation of shares is to be made, the Company must give public notice or notice to each shareholder within two weeks from the date of entry into force. The Company must disclose the reason for the consolidation of shares at the general meeting of shareholders.