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as of october 1, 2008, the company changed its company name from matsushita electric co., ltd. to panasonic corporation. based in osaka, japan, the company recorded consolidated net sales of approximately 7,846 billion yen for fiscal 2012. over the past nine decades, the company has grown from a small domestic household electrical equipment manufacturer into a comprehensive electronic and electric equipment, systems and components manufacturer operating internationally. investors are advised to consult any further disclosures by panasonic in its subsequent filings with the u.s. securities and exchange commission pursuant to the securities exchange act of 1934 and its other filings. in fiscal 2012, the appreciation of the yen against other major currencies continued to adversely and significantly affect panasonics operating results. panasonic may not be able to successfully recruit and retain skilled employees, particularly scientific, technical and management professionals panasonics future success depends largely on its ability to attract and retain certain key personnel, including professionals in the fields of research, development, technology and management. panasonic may be subject to product liability or warranty claims that could result in significant direct or indirect costs the occurrence of quality problems due to product defects, including safety incidents, in panasonic products could make panasonic liable for damages not covered by product and completed operation liability insurance, whereby the company could incur significant expenses. the company obtains licenses for intellectual property rights from other parties; however, such licenses may not be available on acceptable terms or at all, and the terms of such licenses may be modified unfavorably if panasonic is found to have in the future. as a result, the actuarial loss may increase, leading to an increase in future net periodic benefit costs of these pension plans. if the board adopts such a resolution, the dividend payment is made to shareholders as of the applicable record date, which is currently specified by its articles of incorporation as march 31, in the case of annual dividends, and september 30, in the case of interim dividends. in the 1980s, the company further worked to evolve from a consumer products manufacturer to a comprehensive electronics products manufacturer, expanding its business in the areas of information and communications technology, industrial equipment and components and devices. as of march 31, 2006, the company had a 64.5% equity interest in mtpd. panasonic and sanyo formed a close alliance in business with the prospect of organizational restructurings of both companies. in these years, the company intended to curb capital investment in a number of business areas, in line with an increased management emphasis on cash flows and capital efficiency. for projectors, taking full advantage of sanyos engineering assets, panasonic took steps to substantially expand its product lineup in fiscal 2012. the company now boasts the industrys market leading lineup of portable, short throw and high luminance projectors. furthermore, in its established petit series of products for use in condominiums, the company launched a countertop model of petit dish washer in february 2012 and a new model of petit drum, a washer/dryer with slanted drum in march 2012. panasonic is endeavoring to expand its customer base through such products. the energy systems business is active in a wide range of fields from wiring equipment and distribution panelboards to energy management products. in energy systems business, the company was successful in bolstering its sales and manufacturing capabilities in india, china, and indonesia, countries that continue to exhibit high rates of market expansion. the company also boasts a strong position in japan in power semiconductors through its ipds* that reduce the size and improve the power consumption of devices. in addition to the supply of lithium-ion batteries for toyota motor corporations prius plug-in hybrid vehicle, u.s,-based ford motor company has decided to adopt the companys products in four of its hybrid and plug-in hybrid models. as the housing company of the panasonic group which is striving to become the no. the company has also been endeavoring to promote a policy of global optimum procurement by concentrating order placements to qualified suppliers from all over the world and purchasing the most competitive parts and materials. the company considers all of its technical exchange and license agreements beneficial to its operations. to counter this, the company is devising various measures to enhance its competitiveness, with a focus on the development of differentiated products, cost reduction and efficiency improvements. the company is subject to a number of other government regulations in japan and overseas as mentioned above, but overall, it presently manages to operate its businesses without any significant difficulty or financial burden in coping with them. in january 2011, jvc kenwood hd and its consolidated subsidiaries ceased to be an associated company of panasonic under the equity method. substantially all of facilities are fully owned by the company and its subsidiaries. as for the overseas economy, in the year ended march 31, 2010, despite a visible market recovery in some regions such as china and asia, the industry in general was unable to overcome the impact of the global recession. net income (loss) attributable to panasonic corporation turned to a loss of 772 billion yen from a profit of 74 billion yen in fiscal 2011 which is partially affected by 26 billion yen for an adjustment to deferred tax assets and liabilities for changes in japanese corporate tax rates as a provision for income taxes, in addition to the above. the following table shows a reconciliation of capital investment to purchases of property, plant and equipment: purchases of property, plant and equipment shown as capital expenditures in the consolidated statements of cash flows panasonic defines free cash flow as the sum of net cash provided by operating activities and net cash provided by investing activities. sales of appliances increased by 3% to 1,534 billion yen, compared with 1,483 billion yen in the previous year, due mainly to steady sales of washing machines and microwave ovens. by region, sales in north and south america amounted to 966 billion yen, down 10% from 1,071 billion yen in fiscal 2011. this was due mainly to appreciation of the yen. as a result of these assessments, the company has undertaken various restructuring initiatives in order to enhance the companys growth potential and ability to achieve long-term success. as a result of all the factors stated in the preceding paragraphs, the company recorded a net income attributable to panasonic corporation of 74 billion yen for fiscal 2011, an improvement of 177 billion yen from the previous years net loss attributable to panasonic corporation of 103 billion yen. this increase in profit was due mainly to strong sales and streamlining efforts, which offset the impact of the yen appreciation and rising material costs. in fiscal 2012, the company issued commercial paper to finance working capital and other financial needs. furthermore, with regard to corporate financing, the company strives for the improvement of cash flow through working capital reduction and disposal of assets including stock. as of march 31, 2012, commitments outstanding for the purchase of property, plant and equipment amounted to 22 billion yen. the company was successful, however, in building a structure and foundation that is capable of achieving its vision of becoming a green innovation company. in addition, the company will hone its strengths in linking products and offering a variety of product lines to aggressively boost individual product competitiveness. the company established sale-leaseback arrangements for manufacturing machinery and equipment, and sale of receivables without recourse and with recourse, as off-balance sheet arrangements in order to reduce its total assets. the company has identified the following critical accounting policies which are important to its financial condition and results of operations, and require managements judgment. net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make a sale. at march 31, 2012, the company has recorded 757 billion yen of goodwill, part or all of which could be determined to be impaired in future periods, depending on changes to the current facts and assumptions. changes in the fair value of a derivative are reported in earnings or other comprehensive income (loss) depending on their use and whether they qualify for hedge accounting. in recording liabilities for probable losses, management is required to make estimates and judgments regarding the amount or range of the probable loss. corporate auditors of the company are not required to be, and are not, certified public accountants. under the company law and the articles of incorporation of the company, the company may, by a resolution of the board of directors, exempt directors or corporate auditors, acting in good faith and without significant negligence, from their liabilities owed to the company arising in connection with their failure to perform their duties to the extent permitted by the company law. each of the executive officers has the authority to operate businesses for which such executive officer is responsible, under the supervision of the board of directors and in accordance with the board of directors decisions on the management of corporate affairs. in recent years, the company has introduced in japan new comprehensive employment and personnel systems to satisfy the diverse needs of employees.
the ten largest shareholders of record and their share holdings as of march 31, 2012 are as follows: in the ordinary course of the companys business, it has entered into transactions with certain of its related parties, but none of such transactions that were entered into during the year ended march 31, 2012 was material to the company or to any such related party. however, in the event that the board of directors determines to take a specific countermeasure, the board of directors will disclose such countermeasure in a timely and appropriate manner, pursuant to relevant laws and stock exchange regulations. there may from time to time be a differential between the common stocks price on exchanges outside the united states and the market price of adss in the united states. the regulations of the board of directors of the company require a resolution of the board of directors for the company to borrow a large amount of money or to give a guarantee in a large amount. distributions of surplus may be made in cash or in kind in proportion to the number of shares of common stock of the company held by respective shareholders. in japan, the ex-dividend date and the record date for dividends precede the date when the amount of the dividends to be paid is determined by the company. the ordinary general meeting of shareholders of the company for each fiscal year is normally held in june in each year. the companys shareholders are not entitled to cumulative voting in the election of directors. the company may also transfer such shares to any person, subject to a resolution of the board of directors and to other requirements similar to those applicable to the issuance of new shares, as described in issue of additional shares and pre-emptive rights above. the company is not required to send a notice to a shareholder if a notice to such shareholder fails to arrive at the registered address of the shareholder in the companys register of shareholders or at the address otherwise notified to the company continuously for five years or more. except for the general limitations under japanese anti-trust and anti-monopoly regulations on holding shares of common stock of a japanese corporation which leads or may lead to a restraint of trade or a monopoly, except for the limitations under the foreign exchange regulations as described in d. however, in certain circumstances, such as where a business of a japanese company falls under any business related to the national security of japan or to maintenance of public safety, etc. gains derived from the sale of shares of common stock or adss outside japan by a non-resident holder holding such shares or adss as a portfolio investor are, in general, not subject to japanese income or corporation tax under japanese tax law. this summary is not a comprehensive description of all the tax considerations that may be relevant with respect to a u.s. holders shares or adss. a sale of shares of common stock or adss to the company results in a deemed dividend for japanese tax purposes to the selling shareholders to the extent that the sales price exceeds the aggregate of the stated capital and the capital surplus attributable to the shares sold. in order to hedge the risks of changes in foreign exchange rates, interest rates and commodity prices, the company uses derivative financial instruments. distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of adss which would have been charged as a result of the deposit of such securities. japanese law must and does require the board of corporate auditors to be separate from the board of directors. a japanese joint stock corporation with corporate auditors, such as panasonic, is not obliged under the company law to have any outside directors on its board of directors. the board of corporate auditors and corporate auditors have a statutory duty to supervise the administration of the companys affairs by directors. the board of directors nominates director candidates and submits a proposal for election of directors to a general meeting of shareholders. a companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. the company and its domestic subsidiaries maintain their books of account in conformity with financial accounting standards of japan, and its foreign subsidiaries in conformity with those of the countries of their domicile. such allowances are generally provided to compensate the distributors for price adjustments due to a decline in the products value, and are classified as a reduction of revenue on the consolidated statements of operations. the implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation in business combinations. the company accounts for debt and marketable equity securities in accordance with the provisions of asc 320, investmentsdebt and equity securities. the provisions of asc 320 require that certain investments in debt and marketable equity securities be classified as held-to-maturity, trading, or available-for-sale securities. the company records interest and penalties related to unrecognized tax benefits in provision for income taxescurrent in the consolidated statements of operations. changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a fair-value hedge, along with the loss or gain on the hedged asset or liability or unrecognized firm commitment of the hedged item that is attributable to the hedged risk, are recorded in earnings. on december 21, 2009, the company subsequently converted the preferred shares to common shares, resulting in an acquisition of 50.2% of the voting rights and a controlling interest of sanyo. for the year ended march 31, 2012, the company changed its segmentation and as a result, the goodwill was allocated to certain new segments such as industrial devices and energy. the total amount of goodwill is not deductible for tax purposes. on april 28, 2009, the company sold all of its shares in tmd to toshiba corporation. impairment losses are included in other deductions in the consolidated statements of operations, and are not charged to segment profit. as a result of the decline in market demand and per unit selling price of digital av products on which semiconductor business is heavily dependent as a supplier, the company decided to cease the use of the above-mentioned facilities. this impairment was due to a decrease in the estimated fair value of the reporting unit caused by the decline of product prices and the yen appreciation. in addition to the plans described above, upon retirement or termination of employment for reasons other than dismissal, employees are entitled to lump-sum payments based on the current rate of pay and length of service. as for investments in life insurance company general accounts, the contracts with the insurance companies include a guaranteed interest rate and return of capital. in consequence, the company has recorded income tax expense of 25,536 million yen for adjustments of deferred tax assets and liabilities. the difference between the fair value of the shares of the company delivered to the noncontrolling interest and the decrease in the carrying amount of the treasury stock was recognized as an adjustment to capital surplus and retained earnings in the consolidated balance sheets. the following description represents restructuring activities for the year ended march 31, 2012 by segment: avc networks segment restructured its operations to improve cost competitiveness through selection and concentration of business mainly in japan. total restructuring charges amounting to 50,991 million yen included early retirement programs of 38,464 million yen and closure and integration of locations in the amount of 12,527 million yen. total restructuring charges amounting to 2,218 million yen included implementation of early retirement programs of 26 million yen and closure and integration of locations in the amount of 2,192 million yen. total restructuring charges amounting to 2,289 million yen included implementation of early retirement programs of 1,534 million yen and closure and integration of locations in the amount of 755 million yen. total restructuring charges amounting to 14,063 million yen included early retirement programs of 8,671 million and yen and closure and integration of locations in the amount of 5,392 million yen. the estimated fair values of financial instruments, all of which are held or issued for purposes other than trading, at march 31, 2012 and 2011 are as follows: fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. also, as discussed in note 16, the company sold certain trade receivables to independent third parties, some of which are with recourse. subsequent to these actions by the authorities, a number of class action lawsuits have been filed in the u.s. and canada against the company and certain of its subsidiaries. subsequent to these actions by the authorities, a number of class action lawsuits have been filed in the u.s. and canada against the company and certain of its subsidiaries. as a result, the equity ownership of the company in pew and sanyo became approximately 84% and 81%, respectively. [matsushita and ikuo uno entered into a liability limitation agreement, dated june 29, 2005, in the form of this exhibit.]
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