Casio and Hitachi Announce Joint Venture Details For Casio Hitachi Mobile Communications Co., Ltd.

PRESS RELEASE February 3, 2004 CASIO Computer Co., Ltd. Hitachi Ltd. Casio and Hitachi Announce Joint Venture Details For Casio Hitachi Mobile Communications Co., Ltd.

Tokyo, February 3, 2004 --- Casio Computer Co., Ltd. (TSE:6952) and Hitachi, Ltd. (NYSE:HIT / TSE:6501) today announced the name, method of establishment, directors and other details for a joint venture mobile phone handset company that was announced on November 18, 2003. On April 1, 2004, the two companies will establish the new company, Casio Hitachi Mobile Communications Co., Ltd., and transfer their respective businesses to such company through corporate split under the Japanese Commercial Code. The development, design, manufacture, procurement, quality assurance, sales and service operations involving mobile phone handsets in Japan and overseas of Casio's Mobile Communication Products and Solution Division and of the Mobile Information & Communication Appliance Division of Hitachi's Ubiquitous Platform Systems Group will be transferred to the new company. The new company will bring together Casio's proven high-density surface mounting, image processing, application software and other technologies with Hitachi's high-speed data communications technology, device application technologies, secure systems design and other technologies. This will create a more stable, robust business with many benefits that include: savings in development expenses through the use of shared handset platforms and more efficient use of development resources; shorter development lead times; and lower manufacturing costs through the integration of procurement activities. The new company will also be well positioned to develop attractive, competitive products that keep pace with technological advances, and provide products based on CDMA technology that can meet an expected expansion in overseas mobile phone markets. These and other advantages of the new company will drive business expansion.

Reorganization Overview 1. Company Name   Casio Hitachi Mobile Communications Co., Ltd. 2. Overview of Corporate Split   (1) Schedule for the corporate split February 2, 2004 Approval by executive officers of corporate split agreement (Hitachi) February 3, 2004 Approval by directors of corporate split agreement (Casio) February 3, 2004 Conclusion of corporate split agreement April 1, 2004 Date of corporate split (tentative) April 1, 2004 Registration of corporate split (tentative) (2) Method used for corporate split a) Method used for corporate split Casio and Hitachi will transfer their business units to a new company jointly established by them through a joint corporate split. b) Reason for using this method Casio and Hitachi have agreed to conduct joint development programs and to jointly establish a new company. The objectives are to develop mobile phone handsets more efficiently, stabilize business operations and bolster overseas operations. The method was chosen to ensure a smooth transition of these business activities to the new company. (3) Stock allocation a) Allocation ratio Casio will receive 30,600 shares of common stock to be issued by the new company. Hitachi will receive 29,400 shares of common stock to be issued by the new company. b) Basis for calculating allocation ratio To ensure that the allocation ratio is fair and appropriate, Casio and Hitachi respectively asked third parties to examine the value of their business to be separated. Based on discussions by the two companies concerning the results of this examination, Casio and Hitachi agreed on a ratio of 51:49. c) Results of third-party calculations, calculation method and basis for calculations The third parties analyzed the value of the businesses of Casio and Hitachi that are to be separated using the discounted cash flow method and peer company comparisons, etc. This process was conducted after confirming with Casio and Hitachi valuation methods and assumptions and examining various documents regarding the separations that were provided by the two companies. Based on a comprehensive analysis using these elements, the third parties provided Casio and Hitachi with a range for the allocation ratio. (4) Payments There will be no payments with regard to the allocation of shares. (5) Rights and obligations transferred to the new company Casio and Hitachi will transfer to the new company all assets, liabilities and contractual status in principal contracts relating to the businesses to be separated. (6) Outlook for fulfillment of financial obligations Casio and Hitachi have judged that all obligations to be assumed by each company will possibly be fulfilled. (7) Newly appointed directors of the new company President and Director Tateki Ohishi Corporate Vice President, Senior General Manager, Casio's Mobile Communication Products and Solution Division Vice president and Director Koutaro Kawamura General Manager, Mobile Information & Communication Appliance Division of Hitachi's Ubiquitous Platform Systems Group Director Kanji Ozawa General Manager, Casio Techno Co., Ltd.'s Mobile Communication Products Service Division Director Youji Ogawa Manager, Mobile Information & Communication Appliance Division of Hitachi's Ubiquitous Platform Systems Group Director Shinichi Onoe Casio's Executive Adviser Director Kazuhiro Tachibana Chief Strategy Officer & General Manager, Strategic Planning Office Hitachi's Ubiquitous Platform Systems Group Director Kouichi Takeichi Director, Member of the Board, General Manager, Casio's General Strategy & Management Department Director Norio Ogimoto General Manager Storage Media System Operation and Tokai Center Digital Media Division of Hitachi's Ubiquitous Platform Systems Group Auditor Tatsuo Minamino Manager, Management Auditing Group, General Strategy & Management Department of Casio Auditor Makoto Arakawa Manager, Credit Section, Accounting Division of Casio Auditor Masao Terada Senior Manager, Financial Dept. Hitachi's Ubiquitous Platform Systems Group 3. Profiles of Casio, Hitachi and Casio Hitachi Mobile Communications   (as of March 31, 2003, provisional data as of establishment for new company) Name Casio Computer Co., Ltd. Hitachi, Ltd. Casio Hitachi Mobile Communications Co., Ltd. (New company) Business content Development, manufacture, sale and services for electronic equipment, communications equipment, electronic devices and other products Development, manufacture, sale and services for information electronics, power and industrial systems, digital media and consumer products and others Development, design, manufacture, procurement, quality assurance, sales and services for mobile phones Established June 1, 1957 February 1, 1920 (Instigated in 1910) April 1, 2004 Head office location 1-6-2 Hon-machi, Shibuya-ku, Tokyo 4-6, Kanda-Surugadai, Chiyoda-ku, Tokyo 2-229-1, Sakuragaoka Higashi-Yamato City, Tokyo President Kazuo Kasio President and Director Etsuhiko Shoyama President and Chief Executive Officer Tateki Ohishi President and Director Capital Stock 41,549 million yen 282,032 million yen 3,000 million yen Number of Shares Held (shares) 270,442,868 3,368,124,286 60,000 Shareholders' equity 135,238 million yen 1,373,964 million yen 10.0 billion yen Total assets 412,854 million yen 3,825,029 million yen 13.0 billion yen Settlement term March 31 March 31 March 31 Number of Employees (Unconsolidated Basis) 3,371 42,375 350 (Temporary transfer) (Schedule) Principal customers Public-sector Manufacturing and non-manufacturing industries as well as government agencies both domestic and overseas Public-sector Manufacturing and non-manufacturing industries as well as government agencies both domestic and overseas Casio Computer Co., Ltd. Hitachi, Ltd. Major shareholders and holdings Japan Trustee Services Bank, Ltd. 6.18% Nippon Life Insurance Company 5.05% Sumitomo Mitsui BankingCorp. 4.94% Japan Trustee Services Bank, Ltd. 6.30% NATS CUMCO 5.13% The Master Trust Bank of Japan, Ltd. 5.02% Casio Computer Co., Ltd. 51.0% Hitachi, Ltd. 49.0% Primary transaction banks Sumitomo Mitsui Banking Corp. UFJ Bank Ltd. Mizuho Corporate Bank, Ltd. The bank of Tokyo-Mitsubishi, Ltd. Others Mizuho Corporate Bank, Ltd. UFJ Bank Ltd. Mizuho Trust & Banking Co., Ltd. Others To be decided Significant relationships Capital Casio and Hitachi are the owners of the new company. Human resources Casio plans to temporarily transfer 190 of its employees to the new company. Hitachi plans to temporarily transfer 160 of its employees to the new company. Transactions The new company will sell products to Hitachi and Casio. 4. Financial Results (for the most recent three years)   (million yen)     Casio Computer Co., Ltd. (Separating company) Hitachi, Ltd. (Separating company) Fiscal year ended 2001/3/31 2002/3/31 2003/3/31 2001/3/31 2002/3/31 2003/3/31 Net sales 341,361 295,415 359,159 4,015,824 3,522,299 3,112,411 Operating income (loss) 8,561 -8,480 12,327 98,577 -84,742 53,741 Ordinary income (loss) 6,404 -13,830 9,270 56,058 -81,663 52,014 Net income (loss) 3,785 -20,838 4,503 40,121 -252,641 28,289 Net income per share (yen) 13.94 -76.76 16.14 12.02 -75.69 8.38 Dividend per share (yen) 12.50 12.50 12.50 11.00 3.00 6.00 Shareholder's per share (yen) 602.39 510.11 500.33 496.81 408.79 408.26 5. Business operations to be separated   (1) Mobile phone handset business Casio Computer Co., Ltd. Development, design, manufacture, procurement, quality assurance, sales and service operations involving mobile phone handsets in Japan and overseas of the Communications Business Division (excluding the Sales Division and Product Planning Department within this division), and activities related to the above operations. Hitachi, Ltd. Development, design, manufacture, procurement, quality assurance, sales and service operations involving mobile phone handsets in Japan and overseas of the Mobile Information & Communication Appliance Division (excluding the Product Planning Division within this division), and activities related to the above operations. (2) Assets and liabilities to be transferred (estimate for March 31, 2004) Casio Computer Co., Ltd. Assets Liabilities Inventories Property and equipment Investments and intangible assets Other assets 7.9 billion yen Loans Other liabilities 2.8 billion yen Hitachi, Ltd. Assets Liabilities Inventories Property and equipment Investments and intangible assets Other assets 5.0 billion yen Loans Other liabilities 0.1 billion yen 6. Status of companies following corporate split   (1) There will be no changes in the names, business activities, head offices or CEOs of Casio or Hitachi. Moreover, this transaction will not reduce the paid-in capital of the two companies. (2) Impact on operating results Casio Computer Co., Ltd. The company plans to announce post-split consolidated and non-consolidated forecasts when it releases operating results for the fiscal year ending in March 2004. Hitachi, Ltd. The corporate split will have a negligible impact on operating results.

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