TRANSLATION NOTICE: The following press release is an English translation of the Japanese language original. This press release is made pursuant to the requirements under the listing rules of, and reported to, the Tokyo Stock Exchange. February 2, 2012 Company name: SUMCO Corporation Representative: Yoichi Taguchi, President (Code: 3436, TSE First Section) Contact: Hiroshi Shibuya, General Manager Public Relations & IR Department (Tel: +81-3-5444-3915) Announcement of Business Reorganization Plan SUMCO Corporation (the “Company”) decided to execute the Business Reorganization Plan (the “Plan”) at a meeting of its board of directors held on February 2, 2012 as below: 1. Background and Purpose of the Plan In the first half of the fiscal year ended January 2012, the results of semiconductor silicon wafer business surpassed the Company’s expectation made at the beginning of the fiscal year due to the factors including unexpected increase in demand triggered by the Great East Japan Earthquake. However, the business environment drastically changed in the second half of the fiscal year, as demand for silicon wafers plunged due to the global economic slowdown and substantial decrease of semiconductor production. Along with continuous yen appreciation continuing at a historic level, the Company is expecting to incur a significant loss in the fourth quarter of the fiscal year ended January 2012. The solar wafer business is also expected to incur a significant loss due to the sharp decline in demand and continued price collapse since last spring. Under these circumstances, the Company decided to build and execute the Plan, recognizing the need of business reorganization that will enable profit generation even under the current difficult business environment. 2. Key Themes of the Plan The key measures of the Plan are as followings: y Withdrawal from the solar wafer business y Restructuring and consolidation of the semiconductor silicon wafer manufacturing facility y Review of workforce allocation in relation to restructuring of the manufacturing system This material is prepared for the purpose of continuous disclosure to general shareholders and investors and will not constitute an offer or solicitation of securities of the Company in any states or jurisdictions. The estimate, expectation, forecast and other future information is prepared based on the information which is available for the Company as of today and on certain assumptions and qualifications and the actual financial performance or result may be substantially different from such future information contained in the material due to risk factors including domestic and global economic conditions, trend of semiconductor market and foreign exchanges. TRANSLATION NOTICE: The following press release is an English translation of the Japanese language original. This press release is made pursuant to the requirements under the listing rules of, and reported to, the Tokyo Stock Exchange. The Company will increase its corporate value by implementation of the above measures, which will lead to stabilized supply of high quality silicon wafers, enhancement of ability to respond to changes in business environment, and improvement of profitability driven by concentrating business resources on the semiconductor silicon wafer business. 3. Impact on Financial Performance As the Company expects to incur extraordinary loss of approximately 58.2 billion yen in relation to execution of the Plan, the Company released the “Announcement of Expected Extraordinary Loss and Revision of Financial Results Forecast” today. The Company forecasts to recognize expenses of 10 billion yen in total by the end of the fiscal year ended January 2014 due to review of workforce allocation in relation to restructuring of the manufacturing system and these expenses are not included in the extraordinary loss stated above. This material is prepared for the purpose of continuous disclosure to general shareholders and investors and will not constitute an offer or solicitation of securities of the Company in any states or jurisdictions. The estimate, expectation, forecast and other future information is prepared based on the information which is available for the Company as of today and on certain assumptions and qualifications and the actual financial performance or result may be substantially different from such future information contained in the material due to risk factors including domestic and global economic conditions, trend of semiconductor market and foreign exchanges. IR Material Business Reorganization Plan and Revised Business Results Forecast for FY2011 February 2 2, 2012 SUMCO Corporation Notes Regarding the Forecasts This material is prepared for the purpose of continuous general shareholders and investors and will not disclosure to g constitute an offer or solicitation of securities of the Company in any states or jurisdictions. Th estimate, The ti t expectation, t ti forecast f t and d other th future f t information i f ti is prepared based on the information which is available for the Company as of today and on certain assumptions and qualifications and the actual financial performance or result may be substantiallyy different from such future information contained in the material due to risk factors including domestic and global economic conditions, trend of semiconductor market and foreign exchanges. h 2 Contents ■ Business Reorganization Plan (the “Plan”) ■ Key Measures of the Plan 1. 2. 3. 4. 5. 6. 6 Withdrawal from Solar Business Business of Silicon Wafers for Semiconductors Personnel Plan Extraordinary Losses and Reversal of Deferred Tax Assets Projected Impact of the Business Reorganization Plan Developing e e op g Co Corporate po ate Foundations ou dat o s for o Ensuring su g Profitability o tab ty u under de Prolonged Market Stagnation ■ Impact on FY2011 Business Results 1 1. 2. 3. Revised Business Results Forecast for FY2011 Balance Sheet Forecast Planned Issuance of Preferred Stocks ■ Forecast of FY2012–2014 Business Results 1. 2. 3. Forecast of FY2012 Business Results y of Changes g in Ordinaryy Profit Analysis Medium-term Forecast ■ Summary 3 Business B i R Reorganization i ti Pl Plan (the “Plan”) 4 Business Reorganization Plan (the “Plan”) ■ FY2011 4Q Forecast Net Sales Operating Profit Semiconductor Solar Ordinary Profit Q4 Forecast 50.8 -5.4 -5.4 -1.8 18 -7.2 (Billion Yen) FY2011 Forecast 248.0 1.0 1.6 -7.6 76 -6.0 z Semiconductor silicon wafer market experiencing inventory adjustments partly from flood in Thai, and 200mm or smaller wafer demand is structurally changing z Demand for solar wafers continues to be sluggish and no sign of price improvement z Earnings seriously impacted by challenging market conditions and continuing yen appreciation ■ Business Reorganization g Plan z Withdrawal from the solar business z Enhance profitability in order to enable profit generation even during market downcycle z Enhance cost competitiveness to withstand appreciation of the yen and fierce competitive environment i t z Review of workforce allocation Boost corporate value by implementation of the Plan to enable: 1 ) stabilized supply of high quality silicon wafers 1.) wafers, and 2.) enhance ability to respond to changing business environment 5 Key Measures of the Plan 6 1. Withdrawal from Solar Business ■ Current conditions of solar energy cells market ▼ Price of silicon wafers for solar energy cells ▼ ソーラー用シリコンウェーハの価格推移 ソ ラtrend 用シリコンウェ ハの価格推移 100 80 Down 70% from January 2011 60 40 Down 90% from September 2008 20 0 Ju ul-08 Au ug-08 Se ep-08 Oc ct-08 No ov-08 De ec-08 Ja an-09 Feb-09 Ma ar-09 Ap pr-09 Ma ay-09 Ju un-09 Ju ul-09 Au ug-09 Se ep-09 Oc ct-09 No ov-09 De ec-09 Ja an-10 Feb-10 Ma ar-10 Ap pr-10 Ma ay-10 Ju un-10 Ju ul-10 Au ug-10 Se ep-10 Oc ct-10 No ov-10 De ec-10 Ja an-11 Feb-11 Ma ar-11 Ap pr-11 Ma ay-11 Ju un-11 Ju ul-11 Au ug-11 Se ep-11 Oc ct-11 No ov-11 De ec-11 Ja an-12 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 z Demand slowdown triggered by revision of Feed-in Tariffs in Europe resulting in excess supply and price collapse Prices fell 70% compared to the end of FY2010 (January 2011) z Solar related markets expected to grow, but difficult to expect significant improvement of market condition due to structural excess supply Concluded that continuation of this business is no longer feasible 7 1. Withdrawal from Solar Business ■ Withdrawal from Solar Business z Close Imari Solar Plant z Dissolve consolidated subsidiary, SUMCO Solar Corp. ■ Posting a loss of 18.0 18 0 billion yen from business withdrawal ▼ Losses from business withdrawal Contents Impairment loss on fixed assets,etc Write-down of inventories Removal expenses,etc. p Extraordinary loss Compensation income,etc. Extraordinary y gain g or loss (Billion Yen) Amount -15.3 -8.8 -3.9 -28.0 10.0 -18.0 8 2-1. 300mm Wafer Business ■ Reduce manufacturing capacity Improve cost competitiveness R Respond d to d demand d ffor lleading-edge, di d ultra l scaling li products d Reduce manufacturing capacity z Close Cl N Nagasaki ki Pl Plant’s t’ 300 300mm liline (t (to b be completed l t d iin FY2012) ■ Improve cost competitiveness z Concentrate production at Imari Plant and Taiwan FST → Restructuring of manufacturing system for lower fixed costs and scale merit → Concentrate on two leading manufacturing system to respond to demand for leading-edge, leading edge ultra scaling products ■ Cost and benefits ▼ Extraordinary loss (Billion Yen) Contents Impairment loss on fixed assets Amount -10.3 Total -10.3 ▼ Impact of measures Contents Cost reduction ep ec a o Depreciation Total 2012 0.0 3.0 3 0 3.0 (Billion Yen) 2013 3.8 0.8 0 8 4.6 2014 4.7 0.0 0 0 4.7 Total 8.5 3.8 3 8 12.3 9 2-2. 200mm Wafer Business Enhance cost competitiveness by further restructuring of p 200mm wafer plants Integrated production of power semiconductors ■ Realign manufacturing system (to be completed in FY2013) z Close Ikuno Plant and transfer production to Imari and Nagasaki Plants z Build an integrated production system for power semiconductors ■ Cost and benefits ▼ Extraordinary loss (Billion Yen) Contents Impairment loss on fixed assets Amount -4.3 Total -4.3 ▼ Impact of measures Contents Cost reduction Depreciation Total 2012 0.0 0.8 0.8 2013 1.5 0.6 2.1 (Billion Yen) 2014 2.6 0.4 3.0 Total 4.1 1.8 5.9 10 2-3. 150mm and Smaller Wafer Business Responding to structural demand change from g of customers’ p production lines restructuring ■ Realign manufacturing system (to be completed in FY2013) z Close the primary 150mm line at Imari Plant z Improve cost competitiveness by consolidating manufacturing facilities to Indonesia and Miyazaki y Plants ■ Cost and benefits ▼ Extraordinary y loss (Billion Yen) Contents Impairment loss on fixed assets Amount -1.2 Total -1.2 ▼ Impact p of measures Contents Cost reduction Depreciation Total 2012 0.0 0.2 0.2 (Billion Yen) 2013 0.9 0.2 1.1 2014 1.8 0.2 2.0 Total 2.7 0.6 3.3 11 3. Personnel Plan ■ Review workforce allocation targeting 15% of consolidated , workers)) workforce ((about 1,300 ■ Cost and benefits z Cost ((Extraordinaryy losses): ) Losses of about 10.0 billion yen y through g FY2013 z Benefit (Reduction in fixed costs): About 7.0 billion yen per year (compared to FY2011) ▼ Cost C andd B Benefit fi (Billion Yen) 2012 Cost (Extraordinary losses) B Benefit fit (Reduction (R d ti iin fi fixed d costs) t ) 2013 -5.0 17 1.7 2014~ -5.0 35 3.5 ─ 70 7.0 12 4. Extraordinary Losses and Reversal of Deferred Tax Assets ■ Extraordinary losses: Consolidated basis: 50.0 billion yen; Non-consolidated basis: 72.0 billion yen z Expenses related to the Plan: Consolidated basis: 48.2 billion yen; Non-consolidated basis: 22.8 billion yen z Loss on valuation of stocks of subsidiaries and affiliates: 47.4 billion yen (valuation loss related to SUMCO TECHXIV and others) ▼Extraordinary loss (Consolidated) Category Solar 300mm 200mm 150mm Goodwill Others Total Earthquake-related losses and asset retirement obligations Extraordinary loss (Billion Yen) Amount -18.0 -10.3 10 3 -4.3 -1.2 -10.7 -3.7 -48.2 -1.8 -50.0 ▼Extraordinary loss (Non Consolidated) Category Solar 300mm 200mm 150mm Others Total Loss on valuation of stocks of subsidiaries subs d a es a and da affiliates a es Earthquake-related losses and asset retirement obligations Extraordinary loss (Billion Yen) Amount -13.6 00 0.0 -4.3 -1.2 -3.7 -22.8 -47.4 -1.8 -72.0 ■ Reversal of deferred tax assets z Due to uncertain market conditions, will reverse all non-consolidated deferred tax assets, 13 amounting to 27.3 billion yen 5. Projected Impact of the Plan ■ Total impact expected to reach 24.7 billion yen z Expected reductions over three-year period: Cost reduction of 18.5 billion yen and decrease in depreciation of 6.2 billion yen ▼ Impact of measures Contents (Billion Yen) 2012 2013 2014 Total Cost reduction 0.8 5.5 12.2 18.5 Depreciation p 4.0 1.6 0.6 6.2 Total 4.8 7.1 12.8 24.7 14 6. Developing Corporate Foundations for Enabling Profitability under Prolonged Market Stagnation ■ Profit levels compared to FY2011 4Q ▼ Profit trial calculation of 3years Net Sales Analysis of Changes in Ordinary Profit (Billion Yen) 2011 Q4 ×4 200.0 2012 Sales relations Cost reduction Depreciation Total Ordinary profit (before measures) -21.6 Impact of Business Reorganization Plan Additional cost reduction Total Ordinary profit (after measures) 2013 190.0 180.0 170.0 -10.0 -10 0 11.0 12.5 13.5 -10.0 -10 0 4.5 11.4 5.9 -10.0 -10 0 3.1 3.2 -3.7 -8.1 -2.2 -5.9 4.8 46 4.6 9.4 -21.6 2014 7.1 ─ 1.3 12.8 ─ 7.1 12.8 4.9 6.9 z Calculation assuming sales decline 10 billion yen a year for 3 years (For medium-term profit/loss forecast, see slide 23) z Calculation shows we are able to stay profitable even under prolonged market downcycle ※ Depreciation charges include amortization of goodwill 15 Impact on FY2011 Business Results 16 1. Revised Business Results Forecast for FY2011 ■ Revised forecast for net income z Will Post 48.2 billion y yen in extraordinaryy losses related to the Plan z Will reverse all non-consolidated deferred tax assets, amounting to 27.3 billion yen, considering uncertain market conditions ▼ Revised Business Results Forecast for FY2011 Net Sales Operating Profit Ordinary Profit (Billion Yen) FY2011(Consolidated) P i Previous R i d Revised Change Forecast Forecast ②-① ① ② 247 0 247.0 248 0 248.0 10 1.0 1.0 1.0 0.0 -6.0 -6.0 0.0 Extraordinary loss Tax and Minority interests Net Income Exchange Rate Yen/US$ -1.8 -1.2 -9.0 -50.0 -29.0 -85.0 -48.2 -27.8 -76.0 79.6 79.6 0.0 FY2011 Forecast (Non Consolidated) 208.0 208 0 3.5 1.5 -72.0 -27.3 -98.0 17 2. Balance Sheet Forecast <Consolidated> (Billion Yen) Cash and time deposit Tangible and intangible fixed assets Deferred tax asset Other assets Total Assets Liabilities with interest Other liabilities Li bili i Liabilities Capital stock, Capital surplus Retained earnings Others Net Assets Shareholder's equity retio D/E ratio ti (gross) ( ) D/E ratio (net) End of Jan End of Jan 2012 2011 Forecast Forecast ② ① 53 8 53.8 25.0 25 0 291.8 215.0 31.9 5.0 184.2 195.1 561.7 440.1 264.8 236.5 80.8 78.3 345 6 345.6 314 8 314.8 203.3 203.3 1.8 -83.1 11 0 11.0 51 5.1 216.1 125.3 35.0% 13 1.3 1.1 Change ②-① -28 28.8 8 -76.8 -26.9 10.9 -121.6 -28.3 -2.5 -30.8 30 8 0.0 -84.9 -5 9 -5.9 -90.8 <Non Consolidated> End of Jan 2012 Forecast 19 0 19.0 134.0 0.0 233.0 386.0 227.0 49.6 276 6 276.6 203.3 -96.5 26 2.6 109.4 24.6% 22 2.2 2.0 18 3. Planned Issuance of Preferred Shares ■ Purpose z Requested companies including major shareholders to subscribe preferred shares in order to strengthen financial position Terms and conditions will be decided after consultation with the related parties ■ Overview of Preferred Shares z z z z Method of Issuance: Type of Share: Total Issue Price: Expected Investors: z Schedule: Early March, 2012 Late April, 2012 Early May, 2012 Third Party Allotment Preferred Shares Up to 45.0 Billion Yen Including Sumitomo Metal Industries, Ltd., and Mitsubishi Materials Corporation Board resolution, Execution of agreement Resolution at the shareholders’ meeting Issuance of the preferred shares 19 Forecast of FY2012–2014 Business Results 20 1. Forecast of FY2012 Business Results ▼Forecast of FY2012 Business Consolidated Results FY2011 Revised Forecast ① 248.0 1.0 -3.3 -3.7 -6.0 (Billion Yen) FY2012 Forecast 230.0 15.0 -0.3 -3.7 11.0 ②-① -18.0 14.0 3.0 0.0 17.0 -50 50.0 0 -29.0 -85.0 -5 5.0 0 -3.0 3.0 45.0 45 0 26.0 88.0 Capital Expenditure (Acceptance baisis) Depreciation charges EBITDA Note1 27.3 52.0 52.4 15.2 34.1 50.4 -12.1 -17.9 -2.0 Exchange Rate Yen/US$ 79.6 77.0 -2.6 Net Sales Operating Profit Non operating Gains Depreciation and Loss Others Ordinary Profit Extraordinary Loss Tax and Minority interests Net Income ② Change (Note1) EBITDA=Operating profit+Depreciation+Amortization of Goodwill 21 2. Analysis of Changes in Ordinary Profit ■ Changes of Ordinary Profit + ¥17.0 Bn Quantity Quantity, Product-mix and Price Including Impact of measures 4.0 16.5 Including Impact of measures 0.8 134 Depreciation Foreign Exchange etc etc. -8.1 + ¥17.0 Bn 16.0 FY2011 Ordinary Profit Forecast -6.0 -15.0 11.0 7.6 Cost Reduction Withdrawal from Solar Business ※ Depreciation charges include amortization of goodwill. FY2012 Ordinaryy Profit Forecast 22 3-1. Forecast for Medium-term Profits/Losses ▼ Forecast for medium-term profits/losses Net Sales Operating Profit Ordinary Profit Extraordinary Loss Net Income Exchange Rate Yen/US$ (Billion Yen) 2011 248.0 1.0 -6.0 -50.0 -85.0 2012 230.0 15.0 11.0 -5.0 3.0 2013 230.0 36.0 32.0 -5.0 30.0 2014 230.0 49.0 45.0 0.0 38.0 79 6 79.6 77 0 77.0 80 0 80.0 80 0 80.0 ▼ Analysis of Changes in Ordinary Profit Sales relations Cost reduction Depreciation Foreign exchange,others Withdrawal from Solar Business Total ( Impact of Business Reorganization Plan) 2011→2012 2012→2013 2013→2014 -15.0 0.0 0.0 16.0 8.7 10.7 16.5 9.0 2.2 -8.1 3.3 0.1 7.6 0.0 0.0 17.0 21.0 13.0 4.8 2.3 5.7 ※ Depreciation charges include amortization of goodwill. 23 3-2. Forecast of Medium-term Cash Flow ▼ Forecast of Cash Flow (Billion Yen) 2012 Net income before income tax and interest Depreciation Decrease (increase) in inventories Others Net cash provided by operating activities Net cash provided by investing activities Free cash-flow 6.0 ※ 35.8 -22.4 14 1.4 20.8 -18.3 2.5 2013 27.0 26.8 -18.5 -3.1 31 32.2 -19.2 13.0 2014 45.0 24.6 -15.5 -1.1 11 53.0 -15.0 38.0 z Due to prolonged stagnation in market conditions, inventories based on longpeaking g out around 2015 term contracts will continue to increase until p z Inventory levels will thereafter decline to reach appropriate levels over medium to long term ※ Depreciation charges include amortization of goodwill. Ex.:P21 Depreciation 34.1 + Amortization of goodwill 1.7 24 Summary Transforming to achieve sustainable growth by improving responsiveness to changes in business environment and enhancing profitability Business Reorganization Plan Solar Decisions made on business withdrawal 300 mm Close Nagasaki Plant and strengthen cost competitiveness Respond to demand for leading-edge, ultra scaling products 200 mm Close Ikuno Plant Develop highly efficient integrated manufacturing system 150 mm and Smaller Close Imari Plant Reduce manufacturing capacity P Personnel l Goals for strengthening corporate t foundations f d ti Enhance corporate value by enabling profitability even at the bottom of the silicon cycle and by maintaining stable supply of high quality silicon wafers Streamline the workforce by optimizing the manufacturing system and improving operational efficiency 25 SUMCO Group requests Your Understanding and Support We are determined to overcome all difficulties to fully implement the Business Reorganization Plan in order to rebuild SUMCO SU CO into to a bette better company. co pa y We ask for your understanding and support. 26 Developing Technology to Create the Future 27
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