FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December, 2002 Advantest Corporation --------------------- (Translation of Registrant's Name Into English) Shinjuku-NS Building -------------------- 4-1 Nishi-Shinjuku 2-chome -------------------------- Shinjuku-ku ----------- Tokyo 163-0880 -------------- Japan ----- (Address of Principal Executive Offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F X Form 40-F --- (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes No X --- --- (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):_________) Materials Contained in this Report: (1) Executive summary of the registrant's Japanese-language Interim Securities Report, which was submitted to the Chief of the Kanto Local Finance Bureau of the Ministry of Finance of Japan on December 26, 2002. (All financial information for the current interim period was prepared in accordance with generally accepted accounting principles in the U.S.; however, financial information for the previous fiscal year and interim period were prepared in accordance with generally accepted accounting principles in Japan.) (2) English-language translation of the registrant's Interim Consolidated Financial Statements for the six-month period ended September 30, 2002, which was filed with the Chief of the Kanto Local Finance Bureau as part of the registrant's Interim Securities Report. (All financial information for the current interim period was prepared in accordance with generally accepted accounting principles in the U.S.; however, financial information for the previous fiscal year and interim period were prepared in accordance with generally accepted accounting principles in Japan.) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Advantest Corporation By: /s/ Hitoshi Owada ---------------------------- Name: Hitoshi Owada Title: Managing Director and Senior Vice President, Administration and Finance Division Date: December 27, 2002 EXHIBIT I Japanese Interim Securities Report for the fiscal half-year from April 1, 2002 through September 30, 2002, as submitted to the Chief of the Kanto Local Finance Bureau of the Ministry of Finance of Japan on December 26, 2002, consisting of 73 pages (excluding cover and table of contents), which included the following information: Part I Company Information 1. Corporate Overview o Significant financial indices o Description of business o Information on subsidiaries and affiliates o Employee information 2. Business Information o Summary of business results o Production, orders and sales o Management initiatives o Material agreements (none) o Research and development 3. Capital Assets o Changes in capital assets (none) o Plans for the acquisition and retirement of capital assets 4. Company Data o Share data - Total number of shares, etc. - Stock options, etc. - Total number of outstanding shares, amount of capital, etc. - Significant shareholders - Shares with voting rights o Movements in share price o Changes in directors 5. Accounting Information o Audited consolidated interim financial statements and notes o Audited unconsolidated interim financial statements and notes 6. Other Filings of the Company Part II Information on Guarantors (none) EXHIBIT II (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) 1 INTERIM CONSOLIDATED FINANCIAL STATEMENTS (1) Interim Consolidated Financial Statements (FY2001 Interim and FY2001) (i) Interim Consolidated Balance Sheets (In millions of yen) ------------------------------------------------------------------------------------------- FY2001 interim FY2001 Consolidated balance (As of September 30, sheet summary 2001) (As of March 31, 2002) ---------------------------------------------------- Amount Percentage Amount Percentage ------------------------------------------------------------------------------------------- (Assets) % % I Current assets 1. Cash and deposits 101,086 105,932 2. Trade notes and *3 57,517 33,729 accounts receivable 3. Inventories 81,798 52,887 4. Deferred tax assets 12,406 16,178 5. Other 2,593 3,098 Allowance for doubtful (215) (533) accounts ----------------- ------------------ Total current assets 255,187 75.5 211,294 69.3 ----------------- ------------------ II Noncurrent assets (1) Property, plant and *1*2 equipment 1. Buildings and 21,797 22,700 structures 2. Machinery and 6,905 6,734 delivery equipment 3. Tools and furniture 8,440 8,791 4. Land 18,524 18,500 5. Construction in 2,716 1,491 progress ----------------- ------------------ Total property, plant 58,384 17.2 58,218 19.1 and equipment ----------------- (2) Intangible fixed assets 6,955 2.1 6,789 2.2 ----------------- ------------------ (3) Investments and other assets 1. Investment in securities 8,848 8,244 2. Long-term loans 148 138 3. Deferred tax assets 5,922 17,693 4. Other 2,628 2,696 ----------------- ------------------ Total investments and 17,548 5.2 28,773 9.4 other assets ----------------- ------------------ Total noncurrent assets 82,888 24.5 93,780 30.7 ----------------- ------------------ Total assets 338,076 100.0 305,075 100.0 ================= ================== 1 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (In millions of yen) ------------------------------------------------------------------------------------------- FY2001 interim FY2001 Consolidated balance (As of September 30, sheet summary 2001) (As of March 31, 2002) ---------------------------------------------------- Amount Percentage Amount Percentage ------------------------------------------------------------------------------------------- (Liabilities) % % I Current liabilities 1. Notes and accounts payable 10,759 4,441 2. Income tax payable 1,618 678 3. Deferred tax liabilities 39 101 4. Allowance for product 5,529 2,836 warranty 5. Other 12,672 15,064 ----------------- ------------------ Total current liabilities 30,620 9.1 23,122 7.6 ----------------- ------------------ II Noncurrent liabilities 1. Bonds 26,700 26,700 2. Long-term borrowings *2 189 168 3. Deferred tax liabilities 473 445 4. Allowance for retirement 9,613 9,322 benefits 5. Allowance for officers' 976 1,083 retirement benefits 6. Consolidation adjustments 25 15 7. Other 1,118 1,103 ----------------- ------------------ Total noncurrent liabilities 39,096 11.5 38,838 12.7 ----------------- ------------------ Total liabilities 69,716 20.6 61,960 20.3 ----------------- ------------------ (Minority interests) Minority interests 256 0.1 273 0.1 (Stockholders' equity) I Common stock 32,362 9.6 32,362 10.6 II Additional paid-in capital 32,973 9.7 32,973 10.8 III Consolidated retained 210,476 62.3 181,246 59.4 earnings IV Net unrealized holding gains 121 0.0 11 0.0 on other securities V Translation adjustments (5,409) (1.6) (1,318) (0.4) VI Treasury stock (2,421) (0.7) (2,434) (0.8) ----------------- ------------------ Total stockholders' equity 268,103 79.3 242,841 79.6 ----------------- ------------------ Total liabilities and 338,076 100.0 305,075 100.0 stockholders' equity ================= ================== 2 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (ii) Interim Consolidated Statements of Income (In millions of yen) ------------------------------------------------------------------------------------------------------ FY2001 FY2001 interim Consolidated statement of income summary (April 1, 2001 through [April 1, 2001 through September 30, 2001) March 31, 2002) -------------------------------------------------------- Amount Percentage Amount Percentage ------------------------------------------------------------------------------------------------------ % % I Net sales 65,086 100.0 95,244 100.0 II Cost of sales 31,668 48.7 76,311 80.1 --------- --------- Gross profit 33,417 51.3 18,932 19.9 III Selling, general and *1 28,939 44.4 55,485 58.3 administrative expenses --------- --------- Operating income (loss) 4,478 6.9 (36,552) (38.4) IV Non-operating income 1. Interest income 353 562 2. Dividends income 17 157 3. Amortization of 8 36 consolidation adjustments 4. Miscellaneous income *2 1,948 2,328 3.6 1,587 2,345 2.5 ------ ------- V Non-operating expenses 1. Interest expenses 243 516 2. Equity in losses of affiliates 280 794 3. Miscellaneous expenses *3 748 1,272 2.0 1,274 2,585 2.7 ------ --------- ------- --------- Ordinary income (loss) 5,534 8.5 (36,793) (38.6) --------- --------- Income (loss) before income taxes and minority interests in consolidated subsidiaries 5,534 8.5 (36,793) (38.6) Income taxes 1,464 1,233 Income taxes - deferred 225 1,689 2.6 (15,158) (13,924) (14.6) ------- --------- --------- Less: minority interests 51 0.1 80 0.1 in consolidated subsidiaries --------- --------- Net income (loss) 3,793 5.8 (22,949) (24.1) ========= ========== 3 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (iii) Interim Consolidated Statements of Retained Earnings (In millions of yen) ------------------------------------------------------------------------------------------ FY2001 FY2001 interim Consolidated statement of retained earnings (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) ------------------------------------------------------- Amount Amount ------------------------------------------------------------------------------------------ I Consolidated retained earnings at beginning of period 209,453 209,453 II Decreases in consolidated retained earnings 1. Dividends 2,485 4,971 2. Bonuses to directors 270 270 3. Bonuses to corporate 15 2,770 15 5,256 auditors ---------- ---------- III Net income (loss) 3,793 (22,949) -------------- --------------- IV Consolidated retained 210,476 181,246 earnings at end of period ============== =============== 4 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (iv) Interim Consolidated Statements of Cash Flows (In millions of yen) ------------------------------------------------------------------------------------------------ FY2001 FY2001 interim Consolidated statement of cash flow summary (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) ------------------------------------------------- Amount Amount ------------------------------------------------------------------------------------------------ I Cash flows from operating activities Income (loss) before income taxes and minority interests in consolidated subsidiaries 5,534 (36,793) Depreciation and amortization 4,832 10,919 Amortization of consolidation (8) (18) adjustments Increase (decrease) in allowance for (991) (673) doubtful accounts Increase (decrease) in allowance for 609 319 retirement benefits Increase (decrease) in allowance for 25 132 officers' retirement benefits Interest and dividend income (370) (719) Interest expenses 243 516 Foreign exchange gain or loss (546) (810) Gain (loss) on sale of investment (22) (22) securities Gain (loss) on sale of property, (3) (147) plant and equipment Loss on disposal of property, plant 118 342 and equipment Decrease (increase) in trade 46,595 72,155 accounts receivable Increase (decrease) in inventories (373) 29,143 Increase (decrease) in trade (27,184) (34,314) accounts payable Decrease (increase) in consumption 284 262 taxes receivable Bonuses to officers (285) (285) Other (4,114) (3,771) -------------- ------------- Subtotal 24,344 36,236 Interest and dividends received 395 598 Interest paid (255) (529) Income taxes paid (26,401) (27,731) -------------- ------------- Cash flows from operating activities (1,917) 8,574 5 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (In millions of yen) ------------------------------------------------------------------------------------------------ FY2001 FY2001 interim Consolidated statement of cash flow summary (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) -------------------------------------------------- Amount Amount ------------------------------------------------------------------------------------------------ II Cash flows from investing activities Acquisition of property, plant and (10,030) (13,175) equipment Proceeds from sale of property, 574 644 plant and equipment Acquisition of intangible fixed (1,344) (2,373) assets Acquisition of investment securities (2,217) (2,228) Proceeds from sale of investment 25 38 securities Payments for loans (3) (4) Proceeds from collection of loans 49 59 Acquisition of equity method (1,425) (1,425) affiliates Other 188 (122) -------------- ------------- Cash flows from investing activities (14,183) (18,586) III Cash flows from financing activities Repayments on long-term borrowings (21) (43) Redemption of bonds (4,300) (4,300) Proceeds from issuance of shares 307 308 Acquisition of treasury stock (30) (43) Proceeds from sale of treasury stock 30 31 Dividends paid (2,482) (4,968) Dividends paid to minority (1) (1) shareholders -------------- ------------- Cash flows from financing activities (6,497) (9,015) IV Net effect of exchange rate changes 142 1,418 on cash and cash equivalents -------------- ------------- V Net increase (decrease) in cash and (22,455) (17,609) cash equivalents VI Cash and cash equivalents at 123,541 123,541 beginning of period -------------- ------------- VII Cash and cash equivalents at end of 101,086 105,932 period ============== ============== 6 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Significant Accounting Policies in the Preparation of Interim Consolidated Financial Statements --------------------------------------------------------- -------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) --------------------------------------------------------- -------------------------------------------------------- 1. Scope of Consolidation 1. Scope of Consolidation All 46 subsidiaries of the company are All 41 subsidiaries of the company are consolidated. consolidated. Of the consolidated subsidiaries, Advantest Of the consolidated subsidiaries, Advantest Academy, Advantest Taiwan Engineering Inc. and Academy, Advantest Taiwan Engineering Inc. and Advantest America Design Center, Inc. are new Advantest America Design Center, Inc. are new companies established during the interim period companies established during the fiscal year and became consolidated subsidiaries beginning and became consolidated subsidiaries beginning from this consolidated interim period. from this consolidated fiscal year. In addition, Advantest Technologies Co., Ltd., Advantest Components Co., Ltd. and ACT Advanced Circuit Testing GmbH terminated operation during this consolidated fiscal year and are thus excluded from the scope of consolidation. Advantest Europe Corporation (Holding) GmbH, Advantest (Europe) GmbH and Advantest Test Engineering Solutions GmbH were merged, with Advantest (Europe) GmbH being the surviving entity. 2. Application of the Equity Method 2. Application of the Equity Method Number of affiliates accounted for under the Number of affiliates accounted for under the equity method: 1 equity method: 1 Name of company: Name of company: Japan Engineering Co., Ltd. Japan Engineering Co., Ltd. Effective from this consolidated interim period, Effective from this consolidated fiscal year, Japan Engineering Co., Ltd. was accounted for Japan Engineering Co., Ltd. was accounted for under the equity method as a result of an under the equity method as a result of an acquisition of its shares by the company during acquisition of its shares by the company during this interim period. this fiscal year. 3.Interim Period of Consolidated Subsidiaries 3.Fiscal Year of Consolidated Subsidiaries Of the consolidated subsidiaries, the interim Of the consolidated subsidiaries, the fiscal period of Advantest (Suzhou) Co., Ltd. ends on year of Advantest (Suzhou) Co., Ltd. ends on June 30. In preparing these interim consolidated December 31. In preparing these consolidated financial statements, the company used interim financial statements, the company used financial financial statements of the above subsidiary as statements of the above subsidiary as of that of that date, and made necessary consolidation date, and made necessary consolidation adjustments regarding significant transactions adjustments regarding significant transactions between that date and the last day of the between that date and the last day of the consolidated interim period. consolidated fiscal year. 4. Certain Accounting Policies 4. Certain Accounting Policies (1) Valuation of Assets (1) Valuation of Assets (i) Securities (i) Securities Other Securities Other Securities Securities with fair value Securities with fair value Stated at fair value based on market Stated at fair value based on market prices at end of interim period. prices at end of fiscal year. (Unrealized (Unrealized holding gains and losses are holding gains and losses are accounted accounted for as a component of for as a component of stockholders' stockholders' equity; cost of other equity; cost of other securities sold is securities sold is determined using the determined using the moving average moving average method.) method.) Securities not practicable to fair value Securities not practicable to fair value Stated at cost using the moving average Same as described on the left. method. (ii) Derivatives (ii) Derivatives Stated at fair value. Same as described on the left. 7 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) --------------------------------------------------------- -------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) --------------------------------------------------------- -------------------------------------------------------- (iii)Inventories (iii)Inventories Finished products Same as described on the left. Principally stated at cost using the periodic average method. Raw material Principally stated at lower of cost or market using the periodic average method. Work in progress Stated at cost using the periodic average method. Supplies Stated at cost using the specific identification method. (2) Depreciation and Amortization (2) Depreciation and Amortization (i)Depreciation of property, plant and equipment (i)Depreciation of property, plant and equipment Principally computed using the declining Same as described on the left. balance method However, buildings (excluding attached improvements) acquired on or after April 1, 1998 are depreciated using the straight line method. (ii) Amortization of intangible fixed assets (ii) Amortization of intangible fixed assets Computed using the straight-line method. Same as described on the left. However, software (for internal use) is depreciated using the straight-line method over its estimated useful life of 5 years. (3) Significant Allowances (3) Significant Allowances (i)Allowance for doubtful accounts (i)Allowance for doubtful accounts To prepare for credit losses on accounts To prepare for credit losses on accounts receivables and loans, etc., allowances equal receivables and loans, etc., allowances equal to the estimated amount of uncollectible to the estimated amount of uncollectible receivables is provided for general receivables is provided for general receivables based on historical write-off receivables based on historical write-off ratio, and bad receivables based on ratio, and bad receivables based on case-by-case determination of collectibility. case-by-case determination of collectibility. (Change of accounting policy) (Change of accounting policy) Allowance for doubtful accounts for general Allowance for doubtful accounts for general receivables was determined in the past using receivables was determined in the past using percentages set by the company. After percentages set by the company. After reviewing the status of the company's reviewing the status of the company's transactions, the company believes that the transactions, the company believes that the risk of credit losses for this category of risk of credit losses for this category of receivables is low. It has therefore adopted receivables is low. It has therefore adopted the use of historical write-off ratio for the the use of historical write-off ratio for the determination of the amount of allowance for determination of the amount of allowance for doubtful accounts to be provided. doubtful accounts to be provided. The impact of this change on the interim The impact of this change on the consolidated financial statements is consolidated financial statements is insignificant. insignificant. The impact of this change on segment The impact of this change on segment information is described in "Segment information is described in "Segment Information". Information". (ii) Allowance for Product Warranty (ii) Allowance for Product Warranty To reasonably account for repair costs To reasonably account for repair costs covered under product warranty in the covered under product warranty in the respective period from which they arise, the respective period from which they arise, the allowance for a given year is provided in an allowance for a given year is provided in an amount determined based on the ratio of repair amount determined based on the ratio of costs in that year to net sales in the repair costs in that year to net sales in the preceding year. preceding fiscal year. 8 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) --------------------------------------------------------- -------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) --------------------------------------------------------- -------------------------------------------------------- (iii)Allowance for Retirement Benefits (iii)Allowance for Retirement Benefits To provide for retirement benefits for To provide for retirement benefits for domestic employees, an allowance for domestic employees, allowance for retirement retirement benefits is provided in the amount benefits is determined based on the estimated deemed to have accrued at the end of the retirement benefit obligations and pension consolidated interim period, determined based assets at the end of the consolidated fiscal on the estimated retirement benefit year. obligations and pension assets at the end of the consolidated fiscal year. Unrecognized past service liabilities are amortized on a straight-line basis over the Any actuarial gains and losses are amortized average remaining service years of 17 years. on a straight line basis over fixed years (17 years) within the average remaining years of Any actuarial gains and losses are amortized service of employees, and the amount is on a straight line basis over fixed years (17 recorded in the consolidated fiscal year years) within the average remaining years of subsequent to its occurrence. service of employees, and the amount is recorded in the consolidated fiscal year subsequent to its occurrence. (iv) Allowance for Officers' Retirement Benefits (iv) Allowance for Officers' Retirement Benefits To provide for officers' retirement benefits, To provide for officers' retirement an allowance is provided for the aggregate benefits, an allowance is provided for the amount payable at the end of the consolidated aggregate amount payable at the end of the interim period pursuant to the company's rules consolidated fiscal year pursuant to the on officers' retirement benefits. company's rules on officers' retirement benefits. (Change in presentation) Interim consolidated balance sheets ----------------------------------- "Allowance for officers' retirement benefits" was previously included in "Other" under "Non-current liabilities", but is now presented as a separate item starting from this consolidated interim period. Interim consolidated statements of cash flow -------------------------------------------- "Increase (decrease) in allowance for officers' retirement benefits" was previously included in "Increase (decrease) in allowance for retirement benefits", but is now presented as a separate item starting from this consolidated interim period. (4)Accounting for Lease Transactions (4)Accounting for Lease Transactions Finance lease transactions not involving a Same as described on the left. transfer of title to the lessee are accounted in the same way as usual operating lease transactions. (5)Accounting for Hedges (5)Accounting for Hedges Not applicable. Same as described on the left. (6)Accounting for Consolidated Overseas Subsidiaries (6)Accounting for Consolidated Overseas Subsidiaries Consolidated overseas subsidiaries follow accounting principles generally accepted in the Same as described on the left country of their domicile. There are no significant differences between accounting principles adopted by these consolidated overseas subsidiaries and those of the parent company. (7) Accounting of consumption taxes (7) Accounting of consumption taxes Consumption tax and local consumption tax are Same as described on the left. accounted using the net-of-tax method. 9 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) --------------------------------------------------------- -------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) --------------------------------------------------------- -------------------------------------------------------- 5. Definition of funds on interim consolidated 5. Definition of funds on consolidated statements statements of cash flows of cash flows Funds (cash and cash equivalents) on the Funds (cash and cash equivalents) on the interim consolidated statements of cash flows consolidated statements of cash flows include include cash on hand, immediately accessible cash on hand, immediately accessible bank bank deposits, and short-term investments with deposits, and short-term investments with a a maturity of under 3 months from the day of maturity of under 3 months from the day of acquisition that are easily exchangeable into acquisition that are easily exchangeable into cash and that bear low fluctuation risks. cash and that bear low fluctuation risks. 10 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Additional Information --------------------------------------------------------- -------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) --------------------------------------------------------- -------------------------------------------------------- (Accounting standards used by consolidated ---- overseas subsidiaries) Advantest's overseas sales subsidiaries had previously recognized sales upon shipment. Beginning in the second half of the previous fiscal year, sales is now recognized upon completion of installation. The impact of this change on the consolidated financial statements of the previous interim period is not material. The impact of this change on segment information is described in "Segment Information". 11 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Notes to Interim Consolidated Financial Statements (Interim consolidated balance sheets) ------------------------------------------------------------------------------------------------------ FY2001 interim FY2001 (As of September 30, 2001) (As of March 31, 2002) ------------------------------------------------------------------------------------------------------ *1. Accumulated depreciation of property, *1. Accumulated depreciation of property, plant plant and equipment and equipment (Y)58,964 million (Y)62,402 million ------------------------------------------------------------------------------------------------------ *2. Assets pledged as collateral *2. Assets pledged as collateral Buildings (Y)241 million Buildings (Y)234 million Land (Y)193 million Land (Y)193 million ----------------- ---------------- (Y)435 million Total (Y)428 million Total Liabilities secured by the above Liabilities secured by the above Long-term borrowings (Y)74 million Long-term borrowings (Y)67 million ------------------------------------------------------------------------------------------------------ *3. The settlement of trade notes maturing *3. The settlement of trade notes maturing on on the last day of an interim period the last day of a fiscal year The settlement of trade notes maturing The settlement of trade notes maturing on on the last day of an interim period the last day of a fiscal year is accounted is accounted on the clearance day. As on the clearance day. As the last day of the last day of this interim period this fiscal year falls on a bank holiday, falls on a bank holiday, trade notes trade notes maturing on the last day of the maturing on the last day of the fiscal year, in the following amount, were interim period, in the following included in trade notes outstanding at the amount, were included in trade notes end of fiscal year. outstanding at the end of interim period. Trade notes receivable (Y)248 million Trade notes receivable (Y)39 million ------------------------------------------------------------------------------------------------------ 4. Liability for guarantees 4. Liability for guarantees The company committed loan guarantees The company committed loan guarantees to to the following persons: the following persons: Loan guarantee commitments Loan guarantee commitments Yokohama Image Yokohama Image Communication Techno Communication Techno Station, Station, Ltd. (Y)129 million Ltd. (Y)108 million ------------------------------------------------------------------------------------------------------ 12 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (Interim Consolidated Statements of Income) ---------------------------------------------------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) ---------------------------------------------------------------------------------------------------- *1. Selling, general and administrative *1. Selling, general and administrative expenses consist primarily of the expenses consist primarily of the following components in the following following components in the following amounts: amounts: Salaries (Y)3,861 million Salaries (Y)8,020 million Bonuses (Y)1,144 million Bonuses (Y)1,723 million Depreciation and (Y)1,384 million Depreciation and (Y)3,011 million amortization amortization Research and (Y)13,692 million Research and development(Y)26,739 million development expenses expenses Provision for (Y)5,529 million Provision for allowance (Y)2,836 million allowance for product for product warranties warranties ---------------------------------------------------------------------------------------------------- *2. Significant components of miscellaneous *2. Significant components of miscellaneous income income Foreign exchange gain (Y)736 million Reversal of allowance for (Y)714 million doubtful accounts Reversal of allowance (Y)947 million for doubtful accounts ---------------------------------------------------------------------------------------------------- *3. Significant components of miscellaneous *3. Significant components of miscellaneous expenses expenses Loss on revaluation of (Y)552 million Loss on revaluation of (Y)791 million investment securities investment securities ---------------------------------------------------------------------------------------------------- (Interim Consolidate Statement of Cash Flows) --------------------------------------------------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) --------------------------------------------------------------------------------------------------- Reconciliation of cash and cash Reconciliation of cash and cash equivalents on interim consolidated equivalents on interim consolidated statements of cash flow and accounts on statements of cash flow and accounts on interim consolidated balance sheets at end consolidated balance sheets at end of of period period (As of September 30, 2001) (As of March 31, 2002) Cash and deposits (Y)101,086 million Cash and deposits (Y)105,932 million Time deposits with - Time deposits with terms - terms above 3 months above 3 months Short-term investment - Short-term investment - securities securities ------------------- ------------------ Cash and cash (Y)101,086 million Cash and cash equivalents (Y)105,932 million equivalents =================== ================== --------------------------------------------------------------------------------------------------- 13 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (Lease Transactions) ------------------------------------------------------------------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) ------------------------------------------------------------------------------------------------------------------- 1. Leases entered into by Advantest group companies 1. Leases entered into by Advantest group companies as lessee as lessee Leases other than those deemed to involve a Leases other than those deemed to involve a transfer of title to the lessee transfer of title to the lessee (1)Equivalents of acquisition costs, accumulated (1)Equivalents of acquisition costs, accumulated depreciation and net book value depreciation and net book value Tools Tools and and furniture Other Total furniture Other Total ------------------------------- -------------------------------- (In millions) (In millions) Acquisition cost (Y)1,362 (Y)692 (Y)2,054 Acquisition cost (Y)1,060 (Y)505 (Y)1,565 equivalent equivalent Accumulated depreciation 961 463 1,425 Accumulated 798 363 1,161 equivalent depreciation equivalent ------------------------------- -------------------------------- Net book value equivalent 400 228 629 Net book value 261 142 404 equivalent (2)Outstanding future lease payments at end of (2)Outstanding future lease payments at end of interim period fiscal year Due within one year (Y)369 million Due within one year (Y)267 million Due after one year (Y)259 million Due after one year (Y)136 million ------------------------- ------------------------ Total (Y)629 million Total (Y)404 million (Note) Acquisition cost equivalent and (Note)Acquisition cost equivalent and outstanding future lease payments at end outstanding future lease payments at end of period were determined using the of period were determined using the interest payment inclusive method because interest payment inclusive method because the outstanding future lease payments at the outstanding future lease payments at end of period as a percentage of plant, end of period as a percentage of plant, equipment and property at end of period equipment and property at end of period was small. was small. (3)Lease payments and depreciation expense (3)Lease payments and depreciation expense equivalent equivalent Lease payments (Y)247 million Lease payments (Y)453 million Depreciation expense (Y)247 million Depreciation expense (Y)453 million equivalent equivalent (4)Depreciation expense equivalent is calculated (4)Depreciation expense equivalent is calculated by applying the straight-line method with no by applying the straight-line method with no residual value over the lease term. residual value over the lease term. Operating Leases Outstanding future lease payments Due within one year (Y)32 million Due within one year (Y)48 million Due after one year (Y)34 million Due after one year (Y)40 million ------------------------- ------------------------ Total (Y)66 million Total (Y)89 million 14 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) ------------------------------------------------------------------------------------------------------------------ FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) ------------------------------------------------------------------------------------------------------------------ 2. Leases entered into by Advantest group 2. Leases entered into by Advantest group companies as lessor companies as lessor Operating Leases Operating Leases Outstanding future lease income Outstanding future lease income Due within one year (Y)928 million Due within one year (Y)1,182 million Due after one year (Y)1,093 million Due after one year (Y)934 million ------------------------- ------------------------ Total (Y)2,021 million Total (Y)2,116 million ------------------------------------------------------------------------------------------------------------------ (Securities) (FY2001 Interim) (As of September 30, 2001) Securities 1. Other securities with fair value (In millions of yen) -------------------------------------------------------------------------------------------------------------------- FY2001 interim (As of September 30, 2001) --------------------------------------------------------------------------------- Cost Carrying amount on Difference interim consolidated balance sheet -------------------------------------------------------------------------------------------------------------------- (1) Stocks 2,292 2,534 241 (2) Bonds - - - Government and municipal - - - bonds, etc. Corporate bonds - - - Other - - - (3) Other - - - -------------------------------------------------------------------------------------------------------------------- Total 2,292 2,534 241 -------------------------------------------------------------------------------------------------------------------- 2. Securities not practicable to fair value (In millions of yen) -------------------------------------------------------------------------------------------------------------------- FY2001 interim (As of September 30, 2001) --------------------------------------------------------------- Carrying amount on interim consolidated balance sheet -------------------------------------------------------------------------------------------------------------------- Other securities Unlisted stocks (excluding stocks traded 5,200 over the counter) -------------------------------------------------------------------------------------------------------------------- (Note) Impairment of other securities is accounted for when the fair value drops below 50% of cost and is therefore deemed to have "dropped significantly". 15 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (FY2001) (As of March 31, 2002) Securities 1. Other securities with fair value (In millions of yen) -------------------------------------------------------------------------------------------------------------------- FY2001 (As of March 31, 2002) --------------------------------------------------------------------------------- Cost Carrying amount on Difference interim consolidated balance sheet -------------------------------------------------------------------------------------------------------------------- (1) Stocks 1,704 1,780 75 (2) Bonds - - - Government and municipal - - - bonds, etc. Corporate bonds - - - Other - - - (3) Other - - - -------------------------------------------------------------------------------------------------------------------- Total 1,704 1,780 75 -------------------------------------------------------------------------------------------------------------------- 2. Securities not practicable to fair value (In millions of yen) -------------------------------------------------------------------------------------------------------------------- FY2001 (As of March 31, 2002) --------------------------------------------------------------- Carrying amount on interim consolidated balance sheet -------------------------------------------------------------------------------------------------------------------- Other securities Unlisted stocks (excluding stocks traded 5,515 over the counter) -------------------------------------------------------------------------------------------------------------------- (Note) Impairment of other securities is accounted for when the fair value drops below 50% of cost and is therefore deemed to have "dropped significantly". (Derivatives) (FY2001 Interim) (As of September 30, 2001) Contract amounts, fair value and gain (loss) on revaluation of derivative transactions (In millions of yen) ---------------------------------------------------------------------------------------------------------------- Type of derivative Nature of transaction Contract amount Fair value Gain (Loss) on revaluation ---------------------------------------------------------------------------------------------------------------- Foreign currencies Forward exchange - - - contracts ---------------------------------------------------------------------------------------------------------------- (FY2001) (As of March 31, 2002) Contract amounts, fair value and gain (loss) on revaluation of derivative transactions (In millions of yen) ---------------------------------------------------------------------------------------------------------------- Type of derivative Nature of transaction Contract amount Fair value Gain (Loss) on revaluation ---------------------------------------------------------------------------------------------------------------- Foreign currencies Forward exchange 1,845 1,860 (14) contracts ---------------------------------------------------------------------------------------------------------------- 16 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (Segment Information) (Business Segment Information) (In millions of yen) -------------------------------------------------------------------------------------------------------------------- FY2001 interim (April 1, 2001 through September 30, 2001) ------------------------------------------------------------------------------- Automatic Measuring test Elimination instrument equipment and segment segment Total corporate Consolidated -------------------------------------------------------------------------------------------------------------------- Net sales (1) Sales to unaffiliated 14,418 50,667 65,086 --- 65,086 customers (2) Inter-segment --- --- --- --- --- -------------------------------------------------------------------------------------------------------------------- Total 14,418 50,667 65,086 --- 65,086 -------------------------------------------------------------------------------------------------------------------- Operating expenses 13,262 43,127 56,389 4,217 60,607 -------------------------------------------------------------------------------------------------------------------- Operating income 1,156 7,539 8,696 (4,217) 4,478 -------------------------------------------------------------------------------------------------------------------- (In millions of yen) -------------------------------------------------------------------------------------------------------------------- FY2001 (April 1, 2001 through March 31, 2002) ------------------------------------------------------------------------------- Automatic Measuring test Elimination instrument equipment and segment segment Total corporate Consolidated -------------------------------------------------------------------------------------------------------------------- Net sales (1) Sales to unaffiliated 21,038 74,205 95,244 --- 95,244 customers (2) Inter-segment --- --- --- --- --- ------------------------------------------------------------------------------- Total 21,038 74,205 95,244 --- 95,244 -------------------------------------------------------------------------------------------------------------------- Operating expenses 28,904 93,721 122,626 9,171 131,797 -------------------------------------------------------------------------------------------------------------------- Operating income (loss) (7,866) (19,515) (27,381) (9,171) (36,552) -------------------------------------------------------------------------------------------------------------------- Note 1: Division of segments Business segments are organized by functional category of products. Note 2: Unallocated corporate operating expenses included under "Elimination and corporate" were (Y)4,217 million in FY2001 interim and (Y)9,171 in FY2001. They consist primarily of expenses for basic research and costs of the administrative operations of the headquarters. Note 3: Change of accounting policies (FY2001 interim) Allowance for doubtful accounts As described in "Significant Accounting Policies in the Preparation of Interim Consolidated Financial Statements", the company changed its accounting policy for allowance for doubtful accounts effective from this consolidated interim period. Previously, allowance for doubtful accounts was provided for each category of receivables based on percentages set by the company for each such category of receivables. After the change, allowance for doubtful accounts for general receivables was determined using historical write-off ratio, while allowance for doubtful accounts for bad receivables was determined based on case-by-case evaluation of collectibility. The impact of this change on each of the business segments is insignificant. Accounting for overseas consolidated subsidiaries As described in "Additional Information", the company changed the revenue recognition standard for its overseas sales subsidiaries effective from the second half of the previous consolidated fiscal year. The impact of this change on each of the business segments is insignificant. 17 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (FY2001) Allowance for doubtful accounts As described in "Significant Accounting Policies in the Preparation of Consolidated Financial Statements", the company changed its accounting policy for allowance for doubtful accounts effective from this consolidated fiscal year. Previously, allowance for doubtful accounts was provided for each category of receivables based on percentages set by the company for each such category of receivables. After the change, allowance for doubtful accounts for general receivables was determined using historical write-off ratio, while allowance for doubtful accounts for bad receivables was determined based on case-by-case evaluation of collectibility. The impact of this change on each of the business segments is insignificant. (Geographic Segment Information) (In millions of yen) --------------------------------------------------------------------------------------------------------------------- FY2001 interim (April 1, 2001 through September 30, 2001) --------------------------------------------------------------------------------------------------------------------- Japan North Europe Asia Total Elimination America and Consolidated corporate --------------------------------------------------------------------------------------------------------------------- Net sales (1)Sales to unaffiliated 36,113 13,238 4,443 11,290 65,086 - 65,086 customers (2)Inter-segment 18,666 1,420 502 1,719 22,308 (22,308) - --------------------------------------------------------------------------------------------------------------------- Total 54,780 14,658 4,945 13,010 87,394 (22,308) 65,086 --------------------------------------------------------------------------------------------------------------------- Operating expenses 50,302 14,249 4,904 10,632 80,089 (19,481) 60,607 --------------------------------------------------------------------------------------------------------------------- Operating income 4,477 408 41 2,378 7,305 (2,827) 4,478 --------------------------------------------------------------------------------------------------------------------- (In millions of yen) --------------------------------------------------------------------------------------------------------------------- FY2001 (April 1, 2001 through March 31, 2002) --------------------------------------------------------------------------------------------------------------------- Japan North Europe Asia Total Elimination America and Consolidated corporate --------------------------------------------------------------------------------------------------------------------- Net sales (1)Sales to unaffiliated 53,137 18,291 8,676 15,138 95,244 --- 95,244 customers (2)Inter-segment 27,173 2,751 902 2,917 33,744 (33,744) --- --------------------------------------------------------------------------------------------------------------------- Total 80,310 21,043 9,579 18,056 128,989 (33,744) 95,244 --------------------------------------------------------------------------------------------------------------------- Operating expenses 112,450 20,998 9,421 15,869 158,740 (26,943) 131,797 --------------------------------------------------------------------------------------------------------------------- Operating income (loss) (32,140) 44 157 2,186 (29,751) (6,801) (36,552) --------------------------------------------------------------------------------------------------------------------- Note 1: Geographical segments are organized by physical proximity of countries or regions. Note 2: Each of the geographical segments includes primarily the following countries or regions: (1) North America.........U.S. (2) Europe................Germany, France, etc. (3) Asia..................South Korea, Taiwan, Singapore, etc. Note 3: Unallocated corporate operating expenses included under "Elimination and corporate" were (Y)4,299 million in FY2001 interim and (Y)9,337 million in FY2001. They consist primarily of expenses for basic research and costs of the administrative operations of the headquarters. 18 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Note 4: Change of accounting policies (FY2001 interim) Allowance for doubtful accounts As described in "Significant Accounting Policies in the Preparation of Interim Consolidated Financial Statements", the company changed its accounting policy for allowance for doubtful accounts effective from this consolidated interim period. Previously, allowance for doubtful accounts was provided for each category of receivables based on percentages set by the company for each such category of receivables. After the change, allowance for doubtful accounts for general receivables was determined using historical write-off ratio, while allowance for doubtful accounts for bad receivables was determined based on case-by-case evaluation of collectibility. The impact of this change on each of the geographical segments is insignificant. Accounting for overseas consolidated subsidiaries As described in "Additional Information", the company changed the revenue recognition standard for its overseas sales subsidiaries effective from the second half of the previous consolidated fiscal year. The impact of this change on each of the geographical segments is insignificant. (FY2001) Allowance for doubtful accounts As described in "Significant Accounting Policies in the Preparation of Consolidated Financial Statements", the company changed its accounting policy for allowance for doubtful accounts effective from this consolidated fiscal year. Previously, allowance for doubtful accounts was provided for each category of receivables based on percentages set by the company for each such category of receivables. After the change, allowance for doubtful accounts for general receivables was determined using historical write-off ratio, while allowance for doubtful accounts for bad receivables was determined based on case-by-case evaluation of collectibility. The impact of this change on each of the geographical segments is insignificant. (Overseas Sales) (In millions of yen) -------------------------------------------------------------------------------------------------------------------- FY2001 interim (April 1, 2001 through September 30, 2001) -------------------------------------------------------------------------------------------------------------------- North Europe Asia Total America -------------------------------------------------------------------------------------------------------------------- I Overseas sales 14,030 4,434 20,900 39,365 -------------------------------------------------------------------------------------------------------------------- II Consolidated sales 65,086 -------------------------------------------------------------------------------------------------------------------- III Overseas sales as a percentage of 21.6% 6.8% 32.1% 60.5% consolidated sales -------------------------------------------------------------------------------------------------------------------- (In millions of yen) -------------------------------------------------------------------------------------------------------------------- FY2001 (April 1, 2001 through March 31, 2002) -------------------------------------------------------------------------------------------------------------------- North Europe Asia Total America -------------------------------------------------------------------------------------------------------------------- I Overseas sales 19,143 8,284 30,068 57,495 -------------------------------------------------------------------------------------------------------------------- II Consolidated sales 95,244 -------------------------------------------------------------------------------------------------------------------- III Overseas sales as a percentage of 20.1% 8.7% 31.6% 60.4% consolidated sales -------------------------------------------------------------------------------------------------------------------- Note 1: Geographical segments are organized by physical proximity of countries or regions. Note 2: Each of the geographical segments includes primarily the following countries or regions: (1) North America.........U.S., Canada (2) Europe................Germany, France, Ireland, etc. (3) Asia..................South Korea, Taiwan, Singapore, etc. Note 3: Overseas sales are sales revenues in countries or regions outside Japan by the company or its consolidated subsidiaries. 19 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Note 4: Change of accounting policies (FY2001 interim) Accounting for consolidated overseas subsidiaries As described in "Additional Information", the company changed the revenue recognition standard for its overseas sales subsidiaries effective from the second half of the previous consolidated fiscal year. The impact of this change on overseas sales is insignificant. (Per Share Data) --------------------------------------------------------- -------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) --------------------------------------------------------- -------------------------------------------------------- Net assets per share Net assets per share (Y)2,695.61 (Y)2,441.65 Basic interim net income per share Basic net loss per share (Y)38.15 (Y)230.76 Diluted interim net income per share Diluted net income per share is not presented because net income for the fiscal year is (Y)38.11 negative. --------------------------------------------------------- -------------------------------------------------------- (Significant Subsequent Developments) --------------------------------------------------------- -------------------------------------------------------- FY2001 interim FY2001 (April 1, 2001 through (April 1, 2001 through September 30, 2001) March 31, 2002) --------------------------------------------------------- -------------------------------------------------------- ---- It was resolved at Advantest's general shareholders' meeting held on June 27, 2002 that Advantest may, in accordance with Article 210 of the Commercial Code of Japan, purchase up to 3,000,000 shares of its common stock at a maximum price of (Y)35,000 million anytime between the end of such meeting and the end of the general shareholders' meeting for the next consolidated fiscal year. 20 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (2) Interim Consolidated Financial Statements (FY2002 Interim) (i) Interim Consolidated Balance Sheet (In millions of yen) ---------------------------------------------------------------------------------------------- FY2002 interim (As of September 30, 2002) ---------------------------------------------------------------------------------------------- Notes Amount Percentage ---------------------------------------------------------------------------------------------- (Assets) % Cash and cash equivalents 89,480 Trade accounts receivable, less allowance for 33,620 doubtful accounts of(Y)476 million Inventories 46,588 Deferred tax assets 13,065 Other current assets 2,787 ----------- Total current assets 185,540 64.7 Investment securities *4, 6 7,882 2.7 Property, plant and equipment, net *3, 7, 9 57,750 20.2 Deferred tax assets 26,709 9.3 Intangible assets, at cost, less accumulated *7 6,292 2.2 amortization Other assets 2,471 0.9 ----------- Total assets 286,644 100.0 ----------- ---------------------------------------------------------------------------------------------- (Liabilities) Current installments of long-term debt *6, 9 43 Current installments of obligations under 185 capital leases Trade accounts payable 8,146 Income taxes payable 699 Deferred tax liabilities 40 Accrued bonus 1,972 Accrued expenses 7,195 Accrued warranty expenses 1,778 ----------- Total current liabilities 20,058 6.9 Long-term debt, excluding current installments *6, 9 26,847 9.4 Obligations under capital leases, excluding 56 0.0 current installments Deferred tax liabilities 616 0.2 Accrued pension and severance cost 14,577 5.1 Other liabilities 2,196 0.8 ----------- Total liabilities 64,350 22.4 ----------- ---------------------------------------------------------------------------------------------- 21 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (In millions of yen) ---------------------------------------------------------------------------------------------- FY2002 interim (As of September 30, 2002) ---------------------------------------------------------------------------------------------- (Minority interests) Minority interests 234 0.1 (Stockholders' equity) Common stock, Authorized 220,000,000 shares; issued 99,783,385 shares 32,363 11.3 Capital surplus 32,973 11.5 Retained earnings 173,737 60.6 Accumulated other comprehensive income (loss) *4, 10 (3,898) (1.3) Treasury stock, 1,527,656 shares (13,115) (4.6) ----------- Total stockholders' equity 222,060 77.5 ----------- Total liabilities and stockholders' equity 286,644 100.0 ----------- ---------------------------------------------------------------------------------------------- 22 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (ii) Interim Consolidated Statement of Income (In millions of yen) --------------------------------------------------------------------------------------------------- FY2002 interim (April 1, 2002 through September 30, 2002) --------------------------------------------------------------------------------------------------- Notes Amount Percentage (%) --------------------------------------------------------------------------------------------------- Net sales 41,113 100.0 Cost of sales *2 (g)(h), 8 22,959 55.8 ------------- Gross profit 18,154 44.2 Research and development expenses *2 (g)(h), 8 11,586 28.2 Selling, general and administrative *2 (g)(h)(j), 8 13,523 32.9 expenses ------------- Operating income (loss) (6,955) (16.9) Other income (expense): Interest and dividends income 228 Interest expense (247) Minority interests (41) Equity in earnings (losses) of affiliates 9 Other 346 295 0.7 ---------------------------- Interim income (loss) before income (6,660) (16.2) taxes Income taxes (2,891) (7.0) ------------- Interim net income (loss) (3,769) (9.2) ------------- --------------------------------------------------------------------------------------------------- (In yen) --------------------------------------------------------------------------------------------------- FY2002 interim (April 1, 2002 through September 30, 2002) --------------------------------------------------------------------------------------------------- Notes Amount --------------------------------------------------------------------------------------------------- Interim net income (loss) per share: *12 Basic (38.21) Diluted (38.21) --------------------------------------------------------------------------------------------------- 23 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (iii) Interim Consolidated Statement of Stockholders' Equity (In millions of yen) ---------------------------------------------------------------------------------------- FY2002 interim (April 1, 2002 through September 30, 2002) ---------------------------------------------------------------------------------------- Notes Amount ---------------------------------------------------------------------------------------- Common stock: Balance at beginning of period 32,363 ---------------------------- Balance at end of period 32,363 ---------------------------- Capital surplus: Balance at beginning of period 32,973 ---------------------------- Balance at end of period 32,973 ---------------------------- Retained earnings: Balance at beginning of period 178,998 Interim net income (loss) (3,769) Cash dividends,(Y)20 per share (1,492) ---------------------------- Balance at end of period 173,737 ---------------------------- Accumulated other comprehensive income (loss): *4, 10 Balance at beginning of period (1,184) Other comprehensive income (loss), net of tax (2,714) ---------------------------- Balance at end of period (3,898) ---------------------------- Treasury stock: Balance at beginning of period (2,434) Treasury stock purchased (10,681) ---------------------------- Balance at end of period (13,115) ---------------------------- Total stockholders' equity 222,060 ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- Disclosure of comprehensive income (loss): Interim net income (loss) (3,769) Other comprehensive income (loss), net *10 (2,714) of tax ---------------------------- Total interim comprehensive income (loss) (6,483) ---------------------------------------------------------------------------------------- 24 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (iv) Interim Consolidated Statement of Cash Flows (In millions of yen) ------------------------------------------------------------------------------------------- FY2002 Interim (April 1, 2002 through September 30, 2002) ------------------------------------------------------------------------------------------- Notes Amount ------------------------------------------------------------------------------------------- Cash flows from operating activities: Interim net income (loss) (3,769) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 5,582 Provision for doubtful accounts (57) Loss (gain) on sale of non-marketable 6 securities, net Equity in losses (earnings) of affiliates (9) Loss (gain) on sale of property, plant and 4 equipment Deferred income taxes (increase) (3,818) Decrease (increase) in trade accounts receivable (1,272) Decrease (increase) in inventories 5,928 Increase (decrease) in trade accounts payable 4,022 Increase (decrease) in income taxes payable 628 Increase (decrease) in accrued expenses and (5,623) bonus Increase (decrease) in accrued warranty expenses (1,058) Other 1,341 ---------------------- Net cash provided by operating activities 1,905 ---------------------- Cash flows from investing activities: Proceeds from sale of non-marketable securities 2 Proceeds from sale of property, plant and equipment 83 Purchases of software (383) Capital expenditures (4,276) Other (620) ---------------------- Net cash used in investing activities (5,194) ---------------------- Cash flows from financing activities: Principal payments on long-term debt (21) Principal payments on obligations under capital (152) leases Payments to acquire treasury stock (10,681) Dividends paid (1,492) ---------------------- Net cash used in financing activities (12,346) ---------------------- Net effect of exchange rate changes on cash and cash (817) equivalents ---------------------- Net change in cash and cash equivalents (16,452) Cash and cash equivalents at beginning of period 105,932 ---------------------- Cash and cash equivalents at end of period 89,480 ------------------------------------------------------------------------------------------- 25 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (In millions of yen) ------------------------------------------------------------------------------------------- FY2002 Interim (April 1, 2002 through September 30, 2002) ------------------------------------------------------------------------------------------- Notes Amount ------------------------------------------------------------------------------------------- Supplemental Data Cash paid during the interim period for: Income taxes (118) Interests 239 ----------------------------------------------------------------------------------------------- 26 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Notes to Consolidated Financial Statement Note 1. Accounting principles, procedures and the presentation of interim consolidated financial statements (a) Terminology, form and method of preparation of the interim consolidated financial statements Advantest prepares these interim consolidated financial statements in accordance with the accounting principles, procedures, terminology, form and mode of preparation in the U.S. required in connection with the issuance of American Depository Shares (ARB, APB, SFAS, etc.). (b) The preparation of interim consolidated financial statements and registration with the U.S. Securities and Exchange Commission Advantest Corporation began listing on the New York Stock Exchange on September 17, 2001 (local time) through the issuance of American Depository Shares, and is registered with the U.S. Securities and Exchange Commission on Form 20-F (equivalent to the Annual Securities Report in Japan) for FY2001 and FY2002. In connection with the registration on Form 20-F, Advantest prepared consolidated financial statements for the fiscal years 2000, 2001 and 2002 in accordance with U.S. GAAP. (c) Scope of consolidation and application of the equity method ---------------------------------------------------------------------------------------------------- FY2002 Interim FY2001 (As of September 30, (As of March 31, 2002) 2002) Increase (decrease) ---------------------------------------------------------------------------------------------------- Domestic 22 23 (1) --------------------- ---------------------- -------------------- ----------------------- Overseas 19 18 1 --------------------- ---------------------- -------------------- ----------------------- Consolidated subsidiaries 41 41 0 -------------------------------- ---------------------- -------------------- ----------------------- Equity method affiliates 1 1 0 -------------------------------- ---------------------- -------------------- ----------------------- Total 42 42 0 -------------------------------- ---------------------- -------------------- ----------------------- Changes in consolidated subsidiaries: Newly included (1): Advantest America Measuring Solutions, Inc. Excluded (1): Advantest Business Corporation (d) Significant differences from the preparation of financial statements under Japanese GAAP Of the accounting principles, procedures and mode of presentation adopted by Advantest Corporation and its consolidated subsidiaries (collectively "Advantest"), the followings are the significant differences from the preparation of financial statements using the accounting principles, procedure and mode of presentation under Japanese GAAP: (i) Scope of consolidation and application of the equity method The scope of consolidation and application of the equity method is determined based on percentage of voting rights. There was no difference than if the scope were determined using the control criteria or influence criteria. (ii) Appropriation of earnings Earnings appropriated for officers' bonuses are accounted for under selling, general and administrative expenses. (iii) Accounting for lease transactions Regarding significant lease transactions, plant, property and equipment and capital lease obligations are recognized if the lease is considered a capital lease under SFAS No. 13, "Accounting for Leases". (iv) Allowance for compensated absences In accordance with SFAS No. 43, "Accounting for Compensated Absences", an allowance is provided for the right of employees to receive compensated absences in the future. 27 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (v) Accrued pension and severance cost Accrued pension and severance cost is accounted for based on SFAS No. 87, "Employers' Accounting for Pensions". The transitional difference on adoption of this standard was retroactively recognized from the effective date of SFAS No. 87 and amortized over 15 years. (vi) Goodwill In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets", goodwill is no longer amortized, but instead is tested for impairment before impairment is recognized. Note 2. Significant Accounting Policies (a) Description of business Advantest is engaged in the design, manufacture, and sale of automated test equipment for semiconductors. Advantest has a diverse product line that meets the needs of semiconductor manufacturers, as well as assembly and test services companies worldwide, for sophisticated systems that test the operation and performance of different types of semiconductors. Advantest equips its automated test equipment with sophisticated, yet easy-to-use, operating systems and testing software. Advantest supports its products and customers through a worldwide customer service network staffed by trained technical and maintenance personnel. Advantest also designs, manufactures, and sells standard and customized measuring instruments that are used by the communications, electric equipment and systems industries. These instruments are used by Advantest's customers to improve time-to-market, lower costs of manufacturing and improve the quality of their products. The Company was incorporated on December 2, 1954 under the name of Takeda Riken Industry Co., Ltd. as a limited liability, joint-stock company in Japan under the Commercial Code of Japan. Takeda Riken Industry Co., Ltd. changed its legal name to Advantest Corporation in 1985. (b) Cash Equivalents Cash equivalents consist of overnight deposits and certificates of deposit with an initial term of less than three months. For purposes of the statements of cash flows, Advantest considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. (c) Inventories Inventories are stated at the lower of cost or market. Cost is determined using the average method. (d) Investments in Affiliated Companies Investments in affiliated companies owned 20% to 50%, where Advantest exercises significant influence, are accounted for on the equity method. (e) Investment Securities Investment securities at September 30, 2002 consist of equity securities. Advantest classifies its equity securities in one of two categories: trading or available-for-sale. Trading securities are bought and held principally for the purpose of selling them in the near term. All equity securities not included in trading are classified as available-for-sale. Trading and available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on trading securities are included in earnings. Unrealized holding gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a separate component of other comprehensive income (loss) until realized. Realized gains and losses from sale of available-for-sale securities are determined on a specific-identification basis. A decline in the fair value of any available-for-sale security below cost that is deemed to be other than temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. Dividend income is recognized when earned. As of September 30, 2002, all equity securities held by Advantest are classified as available-for-sale. 28 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (f) Derivative Financial Instruments Derivative financial instruments are accounted for under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133". SFAS No. 133, as amended, standardizes the accounting for derivative instruments, including certain derivative instruments embedded in other contracts. Under SFAS No. 133, as amended, entities are required to carry all derivative instruments in the consolidated balance sheets at fair value. The accounting for changes in the fair value (that is, gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding it. If certain conditions are met, entities may elect to designate a derivative instrument as a hedge of exposures to changes in fair values, cash flows, or foreign currencies. If the hedged exposure is a fair value exposure, the gain or loss on the derivative instrument is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. If the hedged exposure is a cash flow exposure, the effective portion of the gain or loss on the derivative instrument is reported initially as a component of other comprehensive income (loss) and subsequently reclassified into earnings when the forecasted transaction affects earnings. Any amounts excluded from the assessment of hedge effectiveness as well as the ineffective portion of the gain or loss are reported in earnings immediately. If the derivative instrument is not designated as a hedge, the gain or loss is recognized in earnings in the period of change. Advantest regularly enters into foreign exchange forward contracts to manage currency exposure, resulting from changes in foreign currency exchange rates, on trade accounts receivable. However, these contracts do not qualify for hedge accounting since they do not meet the hedging criteria contained in SFAS No. 133. Foreign exchange forward contracts generally have maturities of less than two months. These contracts are used to reduce Advantest's risk associated with exchange rate movements, as gains and losses on these contracts are intended to offset exchange losses and gains on underlying exposures. Changes in fair value of foreign exchange forward contracts are recognized in earnings under the caption of other income (expense). Advantest does not, as a matter of policy, enter into derivative transactions for the purpose of currency speculation. (g) Property, Plant and Equipment Property, plant and equipment is stated at cost. Equipment under capital leases is stated at the present value of minimum lease payments. Depreciation is computed principally using the declining-balance method except for buildings and machinery and equipment under capital leases for the Company and its domestic subsidiaries and the straight-line method over estimated useful lives of the assets for foreign subsidiaries. Buildings are principally depreciated using the straight-line method over their estimated useful lives. Depreciation for machinery and equipment under capital leases is computed using the straight-line method over the lease term. The depreciation period ranges from 3 years to 50 years for buildings, 2 years to 10 years for machinery and equipment, and 2 years to 20 years for furniture and fixtures. Depreciation expense was (Y)4,344 million during this interim period. (h) Intangible Assets and Other Assets Intangible assets principally consist of licenses, goodwill and computer software for internal-use, including computer software under capital leases. Other assets consist of investments, security deposits and prepaid expenses, of which no one individual item was material to the consolidated financial statements of Advantest. Certain costs incurred to purchase or develop software for internal-use during the application development stage are capitalized. With respect to internal-use software costs, Advantest expenses costs incurred during the preliminary project stage which includes costs for making strategic decisions about the project, determining performance and system requirements, and vendor demonstration costs. Advantest also expenses costs incurred for internal-use software in the post-implementation stage such as training and maintenance costs. Costs incurred to establish the technological feasibility of software products to be sold as part of the automated test equipment are recorded as research and development costs in the consolidated statements of income. Costs incurred subsequent to establishing technological 29 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) feasibility with respect to such software have also been expensed by Advantest as such costs have been insignificant. The cost of software is amortized straight-line over the estimated useful life, which is generally five years. The cost of computer software under capital leases is amortized straight-line over the lease term. Amortization expense was (Y)1,179 million during this interim period. In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 required the use of the purchase method of accounting for business combinations and established certain criteria for the recognition of intangible assets separately from goodwill. Under SFAS No. 142 goodwill in no longer amortized, but instead is tested for impairment at least annually. Intangible assets are amortized over their respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". Any recognized intangible assets determined to have an indefinite useful life will not be amortized, but instead is tested for impairment until its life is determined to be no longer indefinite. SFAS No. 141 requires Advantest to evaluate its existing intangible assets and goodwill and to make any necessary reclassifications in order to conform to the new separation requirements at the date of adoption. Upon adoption of SFAS No. 142, Advantest is required to reassess the useful lives and residual values of all intangible assets and make any necessary amortization period adjustments by June 30, 2002. In connection with the transitional impairment evaluation, SFAS No. 142 will require Advantest to perform an assessment of whether there is an indication that goodwill is impaired as of April 1, 2002. To accomplish this, Advantest must (1) identify its reporting units, (2) determine the carrying amount of each reporting units by assigning the assets and liabilities, including the existing goodwill and intangible assets to those reporting units, and (3) determine the fair value of each reporting unit. Advantest has completed the first step of this transitional assessment by September 30, 2002. In the event that the carrying amount of such reporting unit exceeded fair value, Advantest would be required to proceed to the second step to measure the implied fair value of goodwill. However, no material impairment of goodwill was detected at the first step. Advantest does not expect the adoption of SFAS No. 141 and No. 142 to have a material impact on its consolidated financial statements. (i) Revenue Recognition Automated test equipment ------------------------ Revenue from sales of automated test equipment which require installation work is recognized when the related installation work is completed and the equipment is accepted by the customer. Revenue from sales of parts for automated test equipment such as backup boards, which do not require installation work 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. Measuring instruments --------------------- Revenue from sales of measuring instruments which do not require installation work by Advantest is recognized upon shipment if the terms of the sale are FOB shipping point and upon delivery if the terms are FOB destination. Revenue from sales of measuring instruments which require installation work is recognized when the related installation work is completed and the instrument is accepted by the customer. Advantest utilizes distributors to market certain of its measuring instruments which do not require installation work. Advantest recognizes revenues from sales of measuring instruments to distributors upon shipment or delivery of instruments to the distributors. Service fee ----------- Revenue from fixed-price, long-term service contracts is recognized on the straight-line basis over the contract term. Operating lease --------------- Revenue from operating leases is recognized mainly on the straight-line basis over the lease term. (j) Shipping and Handling Costs Shipping and handling costs totaled (Y)398 million during this interim period, and are included in selling, general and administrative expenses in the consolidated statements of income. 30 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (k) Accrued Warranty Expenses Advantest's products are generally subject to warranty, and Advantest provides an allowance for such estimated costs when product revenue is recognized. To prepare for future repairs during warranty periods, estimated repair expenses over the warranty period are accrued based on the historical ratio of actual repair expenses to corresponding sales. (l) Research and Development Research and development costs are expensed as incurred. (m) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (n) Stock-Based Compensation Advantest applies the intrinsic value-based method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations, in accounting for its stock-based compensation plans. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. (o) Accrued Pension and Severance Cost The Company and certain of its subsidiaries have retirement and severance defined benefit plans covering substantially all of their employees. The benefits are based on years of service and the employee's compensation and vest after one year of service. Prior service cost that results from amendments to the plan is amortized over the average remaining service period of the employees expected to receive benefits. Unrecognized net gain and loss is amortized over the average remaining service life of employees expected to receive benefits. (p) Use of Estimates Management of 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 to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates. (q) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of Advantest accounts for long-lived assets in accordance with the provisions of SFAS No. 144. SFAS No. 144 requires that long-lived assets and certain identifiable intangibles be reviewed 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 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. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. (r) Interim net Income (Loss) per Share Interim basic net income (loss) per share is calculated by dividing interim net income (loss) by the weighted average number of shares outstanding during the interim period. Interim diluted net income per share is calculated by dividing interim net income by the sum of the weighted average number of shares plus additional shares that would have been outstanding if potential dilutive shares had been issued for granted stock options and warrants. (s) Segment Information Advantest discloses information regarding segments in accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". SFAS No. 131 establishes standards for 31 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) reporting of financial information about operating segments in annual financial statements. In addition, Advantest also discloses geographic segment information regarding the net sales and operating income (loss) of the company and its subsidiaries in consideration of the disclosure requirements under the Securities Exchange Law of Japan. (t) Translation of Foreign Financial Statements Foreign currency financial statements have been translated in accordance with SFAS No. 52, "Foreign Currency Translation". Under SFAS No. 52, the balance sheet accounts of non-Japanese subsidiaries, which are denominated in currencies other than the Japanese yen, are translated at rates of exchange prevailing at end of period. Revenue and expense accounts are translated at average rates of exchange in effect during the period. Resulting translation adjustments are included as a separate component of other comprehensive income (loss). (u) Foreign Currency Transactions Assets and liabilities denominated in foreign currencies are translated at the applicable current rates on the balance sheet date. All revenue and expenses associated with foreign currencies are converted at the rates of exchange prevailing when such transactions occur. The resulting exchange gains or losses are reflected in other income (expense) in the accompanying consolidated statements of income. (v) New Accounting Standards In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived assets, except for certain obligations of lessees. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently allocated to expense over the asset's useful life. Advantest is required to adopt the provisions of SFAS No. 143 on April 1, 2003. Currently, the effect on Advantest's consolidated financial statements of adopting SFAS No. 143 has not been determined. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". SFAS No. 146 addresses financial accounting and reporting associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring". The principal difference between SFAS No. 146 and EITF Issue 94-3 relates to the recognition of liability for costs associated with an exit or disposal activity. SFAS No. 146 requires a liability be recognized only when its falls within the definition of liability under the basic principles of the FASB. In addition, SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured at fair value. Advantest is required to adopt the provisions of SFAS No. 146 for exit or disposal activities initiated after January 1, 2003. Currently, the effect on Advantest's consolidated financial statements of adopting SFAS No. 146 has not been determined. Note 3. Property, Plant and Equipment Property, plant and equipment is composed of the following: Yen (Millions) ------------------ September 30, 2002 ------------------ Land 18,480 Buildings 50,882 Machinery and equipment 25,757 Furniture and fixtures 27,308 Construction in progress 1,097 -------------------- 123,524 Less accumulated depreciation (65,774) -------------------- 57,750 -------------------- Note 4. Investment Securities 32 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Marketable securities consist of equity securities with an aggregate fair value of (Y)1,939 million, gross unrealized gains, which are determined based on the specific-identification method, of (Y)298 million, gross unrealized losses of (Y)265 million, and acquisition cost of (Y)1,906 million as of September 30, 2002. Gross realized losses were (Y)148 million for the interim period. Advantest maintains long-term investment securities, included in marketable securities and other investments, issued by nonpublic companies, which are recorded at cost. In addition, the fair values of such securities were not readily determinable. Note 5. Derivative Financial Instruments Derivative financial instruments are utilized by Advantest primarily to reduce foreign currency exchange risk. Advantest does not hold or issue financial instruments for trading purposes. Advantest generally does not require or place collateral for these financial instruments. Derivative financial instruments contain an element of risk in the event the counterparties are unable to meet the terms of the agreements. However, Advantest minimizes risk exposure by limiting the counterparties to major international banks and financial institutions meeting established credit guidelines. Management of Advantest does not expect any counterparty to default on its obligations and, therefore, does not expect to incur any losses due to counterparty default on its obligations. At September 30, 2002, Advantest had foreign exchange forward contracts to receive Japanese yen for U.S. dollars. The notional amounts of these contracts were (Y)714 million at September 30, 2002. The fair values of these contracts at September 30, 2002 are shown in note 6 to the consolidated financial statements. These contracts do not qualify for hedge accounting since they do not meet the hedging criteria contained in SFAS No. 133. Changes in the fair values are recognized in earnings under the caption of other income (expense). Note 6. Fair Value of Financial Instruments The following table presents the carrying amounts and estimated fair values of Advantest's financial instruments at September 30, 2002. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. Yen (Millions) -------------- September 30, 2002 ------------------ Carrying Fair Amount Value ------ ----- Financial assets: Investment securities for which it is: Practicable to estimate fair value 1,939 1,939 Not practicable to estimate fair value 5,347 5,347 Financial liabilities: Foreign exchange forward contracts 20 20 Long-term debt including current 26,890 27,532 installments The carrying amounts shown in the table are included in the consolidated balance sheets under the indicated captions. The following methods and assumptions were used to estimate the fair value of each class of financial instruments: Cash and cash equivalents, trade accounts receivable, other current assets, trade accounts payable, and accrued expenses (nonderivatives): The carrying amounts approximate fair value because of the short maturity of these instruments. Investment securities: The fair values of equity investments are based on quoted market prices at the reporting date for those investments. It was not practicable to estimate the fair value of nonpublic companies; those investments are carried at their original cost. 33 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Long-term debt: The fair value of Advantest's long-term debt is estimated by discounting the future cash flows of each instrument at rates currently offered to Advantest for similar debt instruments of comparable maturities by financial institutions. Note 7. Leases - Lessor Advantest provides leases that enable its customers to acquire automated test equipment. All leases are classified as operating leases. Lease terms range from 1 year to 5 years, and certain of the lease agreements are cancelable. The gross amount of machinery and equipment and the related accumulated depreciation on operating leases as of September 30, 2002 were as follows: Yen (Millions) ------------------ September 30, 2002 ------------------ Machinery and equipment 6,851 Less accumulated depreciation (2,370) ------------------ 4,481 ------------------ Future minimum rental income from equipment on noncancelable operating leases as of September 30, 2002 is as follows: Yen 1 year ending September 30, (Millions) --------------------------- ---------- 2003 1,120 2004 415 2005 79 2006 6 2007 1 Total future minimum rental income 1,621 Note 8. Leases - Lessee Advantest has several noncancelable operating leases, primarily for computer and office equipment that expire over the next 6 years. Rent expense, including rental payments for cancelable leases, for the interim period was (Y)790 million. Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of September 30, 2002 are as follows: Yen 1 year ending September 30, (Millions) --------------------------- ---------- 2003 387 2004 305 2005 281 2006 251 2007 243 Later years 54 ---------- Total minimum lease payments 1,521 ---------- Note 9. Assets Pledged as Collateral and Secured Liabilities As of September 30, 2002, property, plant and equipment in the carrying amount of (Y)421 million was pledged as collateral for certain debt obligations in the amount of (Y)60 million. 34 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Note 10. Other Comprehensive Income (Loss) The accumulated balances for each classification of other comprehensive income (loss) are as follows: Yen (Millions) --------------------------------------------------- Foreign Accumulated currency Net unrealized other translation gains on comprehensive adjustments securities income (loss) ----------- ---------- ------------- Balance at March 31, 2002 (1,196) 12 (1,184) Change during the interim period (2,667) (109) (2,786) Reclassification adjustments for realized portion - 72 72 ----------- ------------- ----------- (2,677) (37) (2,714) ----------- ------------- ----------- Balance at September 30, 2002 (3,873) (25) (3,898) ----------- ------------- ----------- The related tax effects allocated to each component of other comprehensive income (loss) are as follows: Yen (Millions) ---------------------------------------------- Before-tax Tax (expense) Net-of-tax amount of benefit amount ----------- ------------- ----------- FY2002 Interim: Foreign currency translation adjustments (2,677) - (2,677) Net unrealized gains on securities Net unrealized gains arising during the interim period (179) 70 (109) Less reclassification adjustments for net gains realized in earnings 123 (51) 72 ----------- ------------- ----------- Net unrealized gains (56) 19 (37) ----------- ------------- ----------- Other comprehensive income (loss) (2,733) 19 (2,714) ----------- ------------- ----------- 35 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Note 11. Segment Information (Operating Segment Information) In accordance with SFAS No. 131, Advantest has two operating and reportable segments, which are the design, manufacturing, and marketing of automated test equipment and measuring instruments. These operating segments are determined based on the nature of the products and the markets. Automated test equipment is used to confirm that a semiconductor functions properly during the semiconductor manufacturing process at sites of manufactures of semiconductor or test houses. Automated test equipment consists of semiconductor test systems, test handlers or probers, semiconductor device interfaces and software. Test handlers or probers, semiconductor device interfaces and software are always with or incorporated in automated test equipment. Measuring instruments are used primarily by manufacturers of equipment and components and service providers of the fiber optic communications industry, the wireless communications industry and the electronics industry. Fundamental research and development activities and headquarters functions are represented by Corporate. Yen (Millions) ---------------------------------------------------------- Automated test Measuring equipment instruments Corporate Total ----------------------------------------------------------- FY2002 Interim Net sales to unaffiliated customers 35,124 5,989 - 41,113 Operating income (loss) (256) (3,075) (3,624) (6,955) (Notes) 1. Operating segments are organized by functional category of products 2. Main products of each segment: --------------------------------------------------------------------- Operating segment Main products --------------------------------------------------------------------- Automated test SoC test systems, DFT test systems, equipment memory test systems, flash memory test systems, RFIC test systems, image sensor test systems, LCD driver test systems, dynamic test handlers, device interface units, electronic beam lithography equipment. --------------------------------------------------------------------- Digital multimeters, digital thermometers, voltage/current generators, electrometers, spectrum analyzers, network analyzers, signal generators, wireless equipment testers, power meters, Measuring EMC testers, optical power meters, instruments optical spectrum analyzers, coherent OTDR, optical wavelength meters, laser diode test systems, optical network analyzers, optical chirp test sets, polarization scramblers, error rate test systems, audio/video testers, measuring instrument peripherals. --------------------------------------------------------------------- 3. Adjustments to operating income (loss) in Corporate principally represent corporate general and administrative expenses and research and development expenses related to fundamental research activities that are not allocated to operating segments. 36 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) (Geographic Segment Information) Net sales to unaffiliated customers for the interim period is as follows: Yen (Millions) -------------- FY2002 interim -------------- Japan 17,485 North America 4,045 Europe 3,870 Asia 15,713 -------------- Total 41,113 -------------- (Notes) 1. Net sales from unaffiliated customers are based on customer's location. 2. Each of the segments include primarily the following countries or regions: (1) North America.........U.S., Canada (2) Europe................Germany, France, Ireland, etc. (3) Asia..................South Korea, Taiwan, Singapore, etc. The following table sets forth the net sales and operating income in FY2002 interim, classified by location of office from which product was shipped. This information is provided as supplement information in addition to the requirements of SFAS No. 131 in consideration of the disclosure requirements under the Securities Exchange Law of Japan. (In millions of yen) --------------------------------------------------------------------------------------------------------------------- FY2002 interim (April 1, 2002 through September 30, 2002) ------------------------------------------------------------------------------------- Japan North Europe Asia Total Elimination America and Consolidated corporate --------------------------------------------------------------------------------------------------------------------- Net sales (1)Sales to unaffiliated 23,669 6,501 4,473 6,470 41,113 - 41,113 customers (2)Inter-segment 11,177 1,305 203 1,363 14,048 (14,048) - --------------------------------------------------------------------------------------------------------------------- Total 34,846 7,806 4,676 7,833 55,161 (14,048) 41,113 --------------------------------------------------------------------------------------------------------------------- Operating expenses 39,890 8,206 4,456 6,818 59,370 (11,302) 48,068 --------------------------------------------------------------------------------------------------------------------- Operating income (loss) (5,044) (400) 220 1,015 (4,209) (2,746) (6,955) --------------------------------------------------------------------------------------------------------------------- (Notes) 1. Geographical segments are organized by physical proximity of countries or regions. 2. Each of the geographical segments includes primarily the following countries or regions: (1) North America.........U.S. (2) Europe................Germany, France, etc. (3) Asia..................South Korea, Taiwan, Singapore, etc. 3. General corporate operating expenses included under "Elimination and corporate" were (Y)3,683 million in FY2002 interim. They consist primarily of expenses for basic research and costs of the administrative operations of the headquarters. 37 (All financial information for FY2002 interim was prepared in accordance with U.S. GAAP; however, financial information for FY2001 interim and FY2002 was prepared in accordance with Japanese GAAP.) Note 12. Interim Basic and Diluted Net Income (Loss) per Share The following table sets forth the computation of interim basic and diluted net income (loss) per share as of September 30, 2002: FY2002 interim -------------- Numerator: Interim net income (loss) (Y)(3,769) million ------------------------- ------------------- Denominator: Basic weighted average shares 98,638,828 shares Dilutive effect of exercise of stock options and warrants - shares ------------------- Diluted weighted average shares 98,638,828 shares =================== Interim basic net income (loss) per share (Y)(38.21) Interim diluted net income (loss) per share (Y)(38.21) (3) Other Information Not applicable. 38