SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______________ to ______________________
Commission File Number: _______________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Kyocera Mita America, Inc. Savings and Investment Plan
c/o Kyocera Mita America, Inc.
225 Sand Road
Fairfield, NJ 07004
B: Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Kyocera Corporation
6, Takeda, Tobadono-cho
Fushimi-ku
Kyoto, Japan 612-8501
Kyocera Mita America, Inc.
Savings and Investment Plan
Financial Statements and Supplemental Schedule
December 31, 2001 and 2000 and
Year Ended December 31, 2001
PricewaterhouseCoopers [LOGO OMITTED]
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Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
Kyocera Mita America, Inc. Savings and Investment Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Kyocera Mita America, Inc. Savings and Investment Plan (the "Plan") at
December 31, 2001 and 2000, and the changes in net assets available for benefits
for the year ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Schedule H,
Line 4i-Schedule of Assets (Held at End of Year 2001) is presented for the
purpose of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ PRICEWATERHOUSECOOPERS LLP
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New York, New York
January 21, 2004
Kyocera Mita America, Inc. Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
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2001 2000
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Assets
Cash $ 738 $ 4,169
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Investments, at fair value
Common/collective trust 1,949,888 1,400,465
Registered investment companies 15,562,067 15,315,527
Participant loans 907,887 947,911
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Total investments 18,419,842 17,663,903
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Receivables
Employer contribution 296,364 426,802
Participant contribution 14,357 41,345
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Total receivables 310,721 468,147
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Net assets available for
benefits $18,731,301 $18,136,219
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The accompanying notes are an integral part of the financial statements.
2
Kyocera Mita America, Inc. Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31, 2001
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Additions to net assets attributed to
Investment income
Net depreciation in fair value of investments $ (2,374,346)
Dividends and interest income 74,289
------------
Net investment loss (2,300,057)
------------
Contributions
Employer 1,033,110
Participants 2,256,352
------------
Total contributions 3,289,462
------------
Transfer of assets from other plan 679,292
------------
Total additions 1,668,697
Deductions from net assets attributed to
Benefits paid to participants (1,049,500)
Administrative expenses (24,115)
------------
Total deductions (1,073,615)
Net increase 595,082
Net assets available for benefits
Beginning of year 18,136,219
------------
End of year $ 18,731,301
============
The accompanying notes are an integral part of the financial statements.
3
Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2001
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1. Description of the Plan
The following description of Kyocera Mita America, Inc. Savings and
Investment Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provision.
General Information
The Plan was established on December 1, 1982. It is a defined contribution
plan, subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"). The Plan covers all eligible employees of Kyocera
Mita America, Inc. ("KMA"), Kyocera Mita South Carolina, Inc. and Kyocera
Technology Development, Inc. (collectively, the "Company"). The Plan is
administered by a committee appointed by the Board of Directors (the
"Committee") of KMA.
Eligibility for Participation
Each employee who was a participant of the Mita Copystar America, Inc.
Employees' Retirement Plan, a terminated plan, on December 1, 1982 became a
participant of the Plan as of December 1, 1982. All other employees of the
Company become eligible on the first day of their employment and enrollment
to the Plan will commence on January 1, April 1, July 1, and October 1
following the date of employment.
Contributions
Contributions are determined as follows:
a. Employee Contributions
Each participant may elect to contribute from 1 to 16 percent, of his
or her compensation, as defined on a pre-tax basis and subject to
certain limitations in year 2001. Notwithstanding the above, the
elective percentage for participants who are highly compensated
employees is limited to 8 percent. Employee contributions exceeding
certain defined limitations may be recharacterized as after-tax
contributions.
b. Employer Contributions
The Company contributes on behalf of each participant an amount equal
to 100 percent of the participant's contribution to a maximum of 3
percent of the participant's compensation, as defined ("Matching
Contribution"). The Company may make additional discretionary
contributions on behalf of each participant ("Regular Contribution").
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Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2001
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Vesting upon Termination
In the event that a participant terminates employment (other than by
retirement or death) such participant shall have a nonforfeitable interest
in the value of his or her contribution and the Company's Regular
Contribution. Vesting in the Company's matching contribution portion of
their accounts is based on year of continuous service as follows:
Year of Services Percentage Vested
1 year 0%
2 years 25%
3 years 50%
4 years 75%
5 years 100%
Any portion of a participant's account that is not vested on termination
shall be forfeited provided that such participant is not re-employed by the
Company within the Plan year of his or her resignation.
A participant is fully vested in all of the Company contributions if he or
she is eligible for early or normal retirement, or death.
Forfeitures
For the Plan year ended December 31, 2001, forfeitured non-vested
employer's contribution amounted to $39,257. Forfeitures of employer
matching contributions are used to reduce the employer's matching
contribution. During 2001, $54,865 of cumulative forfeitures were used to
offset employer's contribution.
Payment to Benefits
While employed, a participant may be entitled to withdraw up to 100 percent
of his or her contributions if he or she meets one of the following
criteria:
(a) he or she has attained age 59 1/2 or
(b) he or she is in immediate and heavy financial needs, as defined.
The Committee has power to approve such withdrawals. The amount of
withdrawals cannot exceed the cost of meeting such needs. A participant who
has five or more years in the Plan may elect to withdraw up to 100 percent
of the Company's Matching Contribution; however, no withdrawals are
permitted from the Company's Regular Contribution.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 and to
a maximum equal to the lesser of $50,000 or 50 percent of their account
balance (vested amount) on the date the loan is granted.
Loan terms range up to 5 years or reasonable time period that may exceed
five years for the purchase of the participant's principal place of
residence. Repayment is made through payroll deduction. The loans bear
interest at a rate that is currently charged by the Company's principal
banking institution for loans granted under similar circumstances.
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Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2001
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Investment Options
Upon enrollment in the Plan, the participants are allowed to direct their
contributions in the following funds and stocks:
a. HighMark Money Market Fund
Funds are invested in U.S. government securities, certificates of
deposit, bankers' acceptances, commercial paper, corporate master
notes and other appropriate money market instruments.
b. UBOC Stable Value Fund
Funds are invested in a diversified portfolio of guaranteed investment
contracts.
c. HighMark Bond Fund
Funds are invested in fixed income securities which offer superior
relative values.
d. Fidelity Advisor Balanced Fund
Funds are invested in a diversified portfolio of income producing
securities.
e. Fidelity Advisor Growth Opportunities Fund
Funds are invested primarily in traditional growth stocks, plus other
opportunities such as special situations, debt securities and
cyclical.
f. Vanguard Index 500 Fund
Funds are invested in each of the Standard & Poor index's 500 stocks
according to each stock's weighting in the index.
g. Janus Twenty Fund
Funds are invested in a portfolio of 20 to 30 common stocks of
companies with improving fundamentals.
h. Fidelity Utilities Fund
Funds are invested primarily in equity securities of public utility
companies.
i. Franklin Mutual Shares Fund
Funds are invested in larger and medium-sized companies.
j. Janus Global Technology Fund
Funds are invested primarily in foreign and U.S. companies expected to
benefit from advancement in technology.
k. Janus Olympus Fund
Funds are invested primarily in common stocks with higher historical
returns relative to other types of investments accompanied by greater
price fluctuations.
l. Franklin Small Cap Growth Fund
Funds are invested in a diversified portfolio of equity securities of
small capitalization and emerging growth companies.
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Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2001
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m. Janus Worldwide Fund
Funds are invested in stocks of companies based outside the U.S.,
which offer above-average growth potential.
n. American EuroPacific Growth Fund
Funds are invested in stocks of companies based outside the U.S.,
which offer above-average growth potential.
o. Kyocera Corporation Stock
This is the investment in Kyocera Corporation, the ultimate parent of
KMA.
Amendment and Termination
The provisions of the Plan may be amended at any time by the Committee;
provided, however, that no part of the funds of the Plan shall be used for
or diverted to purposes other than the exclusive benefit of the
participants and their beneficiaries. Further, no such amendment or
modifications shall impair the rights of the participants already vested.
The Company expects to continue the Plan indefinitely, but reserves the
right to terminate the Plan as of the last day of any month. In the event
of termination, the interest of each participant shall be fully vested and
nonforfeitable. In case of termination, each account is distributed to or
on behalf of the participant or beneficiary under one or more of the
following methods:
(a) A lump sum payment
(b) Transfer to any other qualified trust.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting.
Investments Valuation and Income Recognition
Investments in securities are stated at market value. Stocks, notes and
bonds traded on securities exchanges are valued at closing market prices.
Securities not listed on exchanges are valued by the trustee on the basis
of quotations obtained from brokerage firms.
Investment transactions are accounted for on the trade date. Dividend
income is recorded on the ex-dividend date, and interest income is recorded
on the accrual basis. Realized gains and losses from security transactions
are reported on a moving average-cost basis.
The net change in investment value is recorded monthly, and any earnings
are reinvested in the respective investments. The net change in investment
value includes the Plan's proportionate share of interest, dividends,
results of realized gains and losses, and unrealized appreciation or
depreciation on the underlying investments which comprise the various
investment options.
Net Change in Fair Value of Investments
The Plan presents in the statement of changes in net assets available for
benefits the net change in fair value of investments which consists of
realized gains/losses on securities sold during the year and net
appreciation/depreciation on investments held as of the end of the year.
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Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2001
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Payment of Benefits
Benefits are recorded when paid.
Risks and Uncertainties
The Plan provides for various investment options in various combinations of
investment securities, including underlying equity and fixed-income
securities. Investment securities are exposed to various risks, such as
market and credit risk. Due to the level of risk associated with certain
investments and the level of uncertainty related to changes in the value of
such investments, it is at least reasonably possible that changes in risks
in the near term would materially affect participants' account balances and
the amounts reported in the statements of net assets available for benefits
and the statement of changes in net assets available for benefits.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
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Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2001
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3. Investments
The following presents investments that represent five percent or more of
the Plan's net assets as of December 31, 2001 and 2000:
2001 2000
---------- ----------
Participant loans $ -- $ 947,911
HighMark Money Market Fund
2,296,006 and 1,536,503 shares in 2001 and 2000,
respectively 2,296,006 1,536,503
UBOC Stable Value Fund
1,949,888 and 1,400,465 shares in 2001 and 2000,
respectively 1,949,888 1,400,465
HighMark Bond Fund
91,380 shares in 2001 988,730 --
Fidelity Advisor Balanced Fund
64,938 shares in 2001 1,008,487 --
Vanguard Index 500 Fund
15,380 and 12,304 shares in 2001 and 2000, respectively 1,628,598 1,499,386
Fidelity Advisor Growth Opportunities Fund
55,509 and 46,374 shares in 2001 and 2000, respectively 1,596,430 1,583,689
Janus Twenty Fund
63,912 and 55,025 shares in 2001 and 2000, respectively 2,458,064 3,015,358
Franklin Small Cap Growth Fund
41,986 and 44,891 shares in 2001 and 2000, respectively 1,308,717 1,765,557
Janus Worldwide Fund
28,037 and 26,837 shares in 2001 and 2000, respectively 1,229,161 1,525,975
During 2001, the Plan's investments (including gains and losses on
investment bought and sold, as well as held during the year) depreciated as
follows:
Mutual funds $2,177,402
Common stock 196,944
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$2,374,346
==========
4. Income Tax Status
The Internal Revenue Service has determined and informed the Company by
letter dated August 28, 1992 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (the
"Code"). The Plan has been amended since receiving the determination
letter. However, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
9
Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2001
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5. Transfers of Assets from Other Plans
Effective March 1, 2001, KMA merged Benchmark Business Systems, LLC
("Benchmark") which had previously adopted and sponsored the Benchmark
Business Systems, LLC 401(k) Profit Sharing Plan (the "Benchmark Plan") for
the benefit of its employees. Accordingly, the employees of Benchmark who
had been participants of the Benchmark Plan became the participants of the
Plan effective as of the merger date. As a result, the net assets available
for benefits of $314,036 in the Benchmark Plan were transferred to the Plan
as of the merger date.
KMA purchased Kyocera Technology Development, Inc. ("KTD"), a subsidiary of
Kyocera International, Inc. ("KII") on September 30, 2000. The employees of
KTD who had been participants of the Kyocera Retirement Savings and Stock
Bonus Plan sponsored by KII became the participants of the Plan on January
1, 2001. As a result, the net assets available for benefits of $365,256
were transferred to the Plan.
10
Kyocera Mita America, Inc. Savings and Investment Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
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(a) (b) (c) (d) (e)
Description of investment,
including maturity date,
Identity of issue, borrower, rate of interest, collateral, Current
lessor, or similar party par, or maturity value Cost Value
--- ------------------------------- ------------------------------- ----------- -----------
* HighMark Capital Management HighMark Div. Money Market Fund $ 2,296,006 $ 2,296,006
* Union Bank of California Stable Value 1,949,888 1,949,888
* HighMark Capital Management HighMark Bond 985,414 988,730
Fidelity Investments Fidelity Adv. Balanced Fund 1,147,448 1,008,487
Vanguard Vanguard Index 500 1,852,523 1,628,598
Fidelity Investments Fidelity Adv. Growth Opps. Fund 2,407,081 1,596,430
Janus Group Janus Twenty 3,857,843 2,458,064
Janus Group Janus Olympus 583,625 371,614
Mutual Series Fund Mutual Shares 784,255 752,995
Franklin/Templeton Investments Franklin Small Cap Growth 1,291,810 1,308,717
America Century Europacific Growth A 419,137 359,670
Janus Group Janus Worldwide 1,598,790 1,229,161
Fidelity Investments Fidelity Utilities 653,392 417,412
Janus Group Janus Global Technology 1,446,956 610,667
* Kyocera Corporation Kyocera Corporation Stock 704,703 535,516
Loan 7.50% - 10.50% 907,887 907,887
*Party-in-interest transaction.
11
SIGNATURES
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The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
KYOCERA MITA AMERICA, INC.
SAVINGS AND INVESTMENT PLAN
Date: December 10, 2004 By: /s/ NICHOLAS MAIMONE
-----------------------------------
Name: Nicholas Maimone
Title: Chief Financial Officer
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INDEX OF EXHIBITS
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Exhibit No. Description
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23 Consent of Pricewaterhouse Coopers LLP
13