UNITED STATES 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

 

ý  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the fiscal year ended December 31, 2003

 

OR

 

o  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, 2003 and 2002 and

Year Ended December 31, 2003

 



 

Kyocera Mita America, Inc. Savings and Investment Plan

Index

December 31, 2003 and 2002

 

Report of Independent Registered Public Accounting Firm

 

 

 

Financial Statements

 

 

 

Statements of Net Assets Available for Benefits at December 31, 2003 and 2002

 

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2003

 

 

 

Notes to Financial Statements

 

 

 

Supplemental Schedule*

 

 

 

Schedule H, Line 4i – Schedule of Assets (Held at End of Year 2003)

 

 


*   Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA) have been omitted because they are not applicable.

 



 

[Letterhead of PricewaterhouseCoopers LLP]

 

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, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 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 assets (held at end of year) 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

 

 

New York, New York

July 9, 2004

 

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Kyocera Mita America, Inc. Savings and Investment Plan

Statements of Net Assets Available for Benefits

December 31, 2003 and 2002

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash

 

$

576

 

$

229

 

Investments, at fair value

 

 

 

 

 

Common/collective trust

 

2,719,791

 

2,271,937

 

Registered investment companies

 

19,515,992

 

14,073,986

 

Common stock

 

924,692

 

664,988

 

Participant loans

 

976,808

 

881,871

 

Total investments

 

24,137,283

 

17,892,782

 

Receivables

 

 

 

 

 

Employer contribution

 

687,546

 

651,239

 

Participant contribution

 

6,663

 

3,859

 

Total receivables

 

694,209

 

655,098

 

Net assets available for benefits

 

$

24,832,068

 

$

18,548,109

 

 

The accompanying notes are an integral part of the financial statements.

 

2



 

Kyocera Mita America, Inc. Savings and Investment Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2003

 

Additions to net assets attributed to

 

 

 

Investment income

 

 

 

Net appreciation in fair value of investments

 

$

3,255,412

 

Interest income

 

187,442

 

Dividend

 

176,015

 

Net investment gain

 

3,618,869

 

Contributions

 

 

 

Employer

 

1,487,855

 

Participants

 

2,409,618

 

Total contributions

 

3,897,473

 

Total additions

 

7,516,342

 

Deductions from net assets attributed to

 

 

 

Benefits paid to participants

 

(1,223,537

)

Administrative expenses

 

(8,846

)

Total deductions

 

(1,232,383

)

Net increase

 

6,283,959

 

Net assets available for benefits

 

 

 

Beginning of year

 

18,548,109

 

End of year

 

$

24,832,068

 

 

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, 2003 and 2002

 

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 25 percent, of his or her compensation, as defined on a pre-tax basis and subject to certain limitations.  Notwithstanding the above, the elective percentage for participants who are highly compensated employees is limited to 8 percent.  Employee contributions exceeding certain defined limitations will be refunded.

 

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”).

 

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 years 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

%

 

4



 

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 termination.

 

A participant is fully vested in all of the Company contributions if he or she is eligible for early or normal retirement, or death.

 

Inactive Accounts

 

The amounts allocated to accounts of persons who had elected to withdraw from the plan but had not yet been paid were $74,320 and $37,420 at December 31, 2003 and 2002, respectively.

 

Forfeitures

 

For the Plan year ended December 31, 2003, forfeitured non-vested employer’s contribution amounted to $78,836.  Forfeitures of employer matching contributions are used to reduce the employer’s matching contribution.  During 2003, $105,795 of cumulative forfeitures were used to offset employer’s contribution.  The amount that would be used to reduce future Matching Contribution was $66,760 and $91,274 at December 31, 2003 and 2002, respectively.

 

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 59½ 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.

 

Participant Loans

 

Participants may borrow from their fund accounts a minimum of $1,000 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 five 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.

 

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

b.                        UBOC Stable Value Fund

c.                         HighMark Bond Fund

d.                        Fidelity Advisor Balanced Fund

 

5



 

e.                         Fidelity Advisor Growth Opportunities Fund

f.                            Vanguard Index 500 Fund

g.                        Dreyfus Premier Strategic Value Fund

h.                        Janus Twenty Fund

i.                           Fidelity Utilities Fund

j.                            Franklin Mutual Shares Fund

k.                        Janus Global Technology Fund

l.                           Janus Olympus Fund

m.                      Franklin Small Cap Growth Fund

n.                        Franklin Balance Sheet Investment Fund

o.                        Baron Growth Fund

p.                        Janus Worldwide Fund

q.                        American EuroPacific Growth Fund

r.                          Kyocera Corporation Stock

 

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

 

The Plan’s investments are stated at fair value.  Quoted market prices are used to value common stock.  Mutual funds are valued at net asset value.  The Plan’s investments in common/collective trust represent shares in a stable value fund which are valued at the net asset value of the fund at year end.  The stable value fund invests substantially all of its assets in investment contracts that are fully benefit-responsive investment contracts which are valued at contract value.

 

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.

 

The net change in investment value is recorded daily, 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, as determined on a moving average-cost

 

6



 

basis, 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.

 

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 in the United States of America 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.

 

Reclassification

 

Certain prior year amounts in the financial statements have been reclassified to conform to the presentation as of and for the year ended December 31, 2003.

 

7



 

3.                            Investments

 

The following presents investments that represent five percent or more of the Plan’s net assets as of December 31, 2003 and 2002:

 

 

 

2003

 

2002

 

 

 

 

 

 

 

HighMark Money Market Fund

2,474,696 and 2,712,441 shares in 2003 and 2002, respectively

 

$

2,474,696

 

$

2,712,441

 

UBOC Stable Value Fund

2,719,791 and 2,271,937 shares in 2003 and 2002, respectively

 

2,719,791

 

2,271,937

 

HighMark Bond Fund

132,100 and 122,453 shares in 2003 and 2002, respectively

 

1,453,095

 

1,343,304

 

Fidelity Advisor Balanced Fund

67,949 shares in 2002

 

 

937,011

 

Vanguard Index 500 Fund

25,670 and 20,563 shares in 2003 and 2002, respectively

 

2,635,541

 

1,668,703

 

Fidelity Advisor Growth Opportunities Fund

64,765 and 58,561 shares in 2003 and 2002, respectively

 

1,854,859

 

1,299,475

 

Janus Twenty Fund

78,109 and 68,922, shares in 2003 and 2002, respectively

 

2,825,205

 

1,999,433

 

Franklin Small Cap Growth Fund

51,843 and 44,762 shares in 2003 and 2002, respectively

 

1,566,700

 

982,519

 

 

During 2003, the Plan’s investments (including gains and losses on investment bought and sold, as well as held during the year) appreciated as follows:

 

Registered investment companies

 

$

3,103,492

 

Common stock

 

151,920

 

 

 

$

3,255,412

 

 

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.

 

8



 

Kyocera Mita America, Inc. Savings and Investment Plan

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2003

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

 

 

Identity of issue, borrower,
lessor, or similar party

 

Description of investment,
including maturity date,
rate of interest, collateral,
par, or maturity value

 

Cost

 

Current
Value

 

 

 

 

 

 

 

 

 

 

 

*

 

HighMark Money Market Fund

 

Mutual fund

 

$

 

$

2,474,696

 

*

 

UBOC Stable Value Fund

 

Common/collective trust

 

 

2,719,791

 

*

 

HighMark Bond Fund

 

Mutual fund

 

 

1,453,095

 

 

 

Fidelity Advisor Balanced Fund

 

Mutual fund

 

 

1,225,846

 

 

 

Vanguard Index 500 Fund

 

Mutual fund

 

 

2,635,541

 

 

 

Dreyfus Premier Strategic Value Fund

 

Mutual fund

 

 

263,150

 

 

 

Fidelity Advisor Growth Opportunities Fund

 

Mutual fund

 

 

1,854,859

 

 

 

Janus Twenty Fund

 

Mutual fund

 

 

2,825,205

 

 

 

Janus Olympus Fund

 

Mutual fund

 

 

390,463

 

 

 

Franklin Mutual Shares Fund

 

Mutual fund

 

 

952,048

 

 

 

Franklin Small Cap Growth Fund

 

Mutual fund

 

 

1,566,700

 

 

 

Franklin Balance Sheet Investment Fund

 

Mutual fund

 

 

309,772

 

 

 

Baron Growth Fund

 

Mutual fund

 

 

468,240

 

 

 

American EuroPacific Growth Fund

 

Mutual fund

 

 

542,652

 

 

 

Janus Worldwide Fund

 

Mutual fund

 

 

1,167,879

 

 

 

Fidelity Utilities Fund

 

Mutual fund

 

 

563,554

 

 

 

Janus Global Technology Fund

 

Mutual fund

 

 

822,292

 

*

 

Kyocera Corporation

 

Company Stock

 

 

924,692

 

*

 

Participant Loans

 

5.00% - 10.50%, mature various dates through 2013

 

 

976,808

 

 


*Party-in-interest transaction.

 

9



 

SIGNATURES

 

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:    October 5, 2005

By:

/s/ Nicholas Maimone

 

 

Nicholas Maimone

 

 

Chief Financial Officer

 

10



 

INDEX OF EXHIBITS

 

Exhibit No.

 

Description

 

Reference

 

 

 

 

 

23.1

 

Consent of Pricewaterhouse Coopers LLP

 

Filed herewith

 

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