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, 2004

 

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, 2004 and 2003 and

Year Ended December 31, 2004

 



 

Kyocera Mita America, Inc. Savings and Investment Plan

Index

December 31, 2004 and 2003

 

Report of Independent Registered Public Accounting Firm

 

 

 

Financial Statements

 

 

 

Statements of Net Assets Available for Benefits at December 31, 2004 and 2003

 

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004

 

 

 

Notes to Financial Statements

 

 

 

Supplemental Schedule*

 

 

 

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

 

 


*        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, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 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

June 15, 2005

 

1



 

Kyocera Mita America, Inc. Savings and Investment Plan

Statements of Net Assets Available for Benefits

December 31, 2004 and 2003

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash

 

$

32,521

 

$

576

 

Investments, at fair value

 

 

 

 

 

Common/collective trust

 

2,794,865

 

2,719,791

 

Registered investment companies

 

23,820,718

 

19,515,992

 

Common stock

 

1,155,747

 

924,692

 

Participant loans

 

1,031,205

 

976,808

 

Total investments

 

28,802,535

 

24,137,283

 

Receivables

 

 

 

 

 

Employer contribution

 

753,812

 

687,546

 

Participant contribution

 

11,258

 

6,663

 

Total receivables

 

765,070

 

694,209

 

Net assets available for benefits

 

$

29,600,126

 

$

24,832,068

 

 

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, 2004

 

Additions to net assets attributed to

 

 

 

Investment income

 

 

 

Net appreciation in fair value of investments

 

$

2,242,456

 

Interest income

 

171,220

 

Dividend

 

209,680

 

Net investment gain

 

2,623,356

 

Contributions

 

 

 

Employer

 

1,728,975

 

Participants

 

2,688,567

 

Total contributions

 

4,417,542

 

Total additions

 

7,040,898

 

Deductions from net assets attributed to

 

 

 

Benefits paid to participants

 

(2,263,840

)

Administrative expenses

 

(9,000

)

Total deductions

 

(2,272,840

)

Net increase

 

4,768,058

 

Net assets available for benefits

 

 

 

Beginning of year

 

24,832,068

 

End of year

 

$

29,600,126

 

 

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, 2004 and 2003

 

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 (“Discretionary 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 Discretionary 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 at December 31, 2003.  There was no such amounts at December 31, 2004.

 

Forfeitures

For the Plan year ended December 31, 2004, forfeitured non-vested employer’s contribution amounted to $89,045.  Forfeitures of employer matching contributions are used to reduce the employer’s matching contribution.  During 2004, $48,208 of cumulative forfeitures were used to offset employer’s contribution.  The amounts available were to reduce future Matching Contributions was $112,465 and $66,760 at December 31, 2004 and 2003, respectively.

 

Payment for 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 for heavy financial needs 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.

 

5



 

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

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.

 

6



 

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 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.

 

7



 

3.                            Investments

 

The following presents investments that represent five percent or more of the Plan’s net assets as of December 31, 2004 and 2003:

 

 

 

2004

 

2003

 

 

 

 

 

 

 

HighMark Money Market Fund
2,402,756 and 2,474,696 shares in 2004 and 2003, respectively

 

$

2,402,756

 

$

2,474,696

 

UBOC Stable Value Fund
2,794,865 and 2,719,791 shares in 2004 and 2003, respectively

 

2,794,865

 

2,719,791

 

HighMark Bond Fund
143,454 and 132,100 shares in 2004 and 2003, respectively

 

1,563,644

 

1,453,095

 

Vanguard Index 500 Fund
28,125 and 25,670 shares in 2004 and 2003, respectively

 

3,139,833

 

2,635,541

 

Fidelity Advisor Growth Opportunities Fund
66,797 and 64,765 shares in 2004 and 2003, respectively

 

2,039,992

 

1,854,859

 

Janus Twenty Fund
89,817 and 78,109, shares in 2004 and 2003, respectively

 

4,023,813

 

2,825,205

 

Franklin Small Cap Growth Fund
47,651 and 51,843 shares in 2004 and 2003, respectively

 

1,627,770

 

1,566,700

 

 

During 2004, 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

 

$

2,103,107

 

Common stock

 

139,349

 

 

 

$

2,242,456

 

 

4.                            Related Party Transactions

 

The Plan uses Union Bank of California, N.A. (“UBOC”) as trustee/custodian and bookkeeper.  At December 31, 2004 and 2003, the Plan had investments in common/collective trust managed by UBOC of $2,794,865 and $2,719,791, respectively, and investments in registered investment companies managed by UBOC’s affiliate, Highmark Capital Management, Inc., of $3,966,400 and $3,927,791, respectively.

 

At December 31, 2004 and 2003, the Plan had investments in the common stock of Kyocera Corporation, the Company’s ultimate Parent, of $1,161,533 and $924,692, respectively.

 

8



 

5.                            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.

 

6.                            Subsequent Event

 

The Plan changed its trustee from UBOC to T. Rowe Price Trust Company effective on April 1, 2005.

 

9



 

Kyocera Mita America, Inc. Savings and Investment Plan

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

December 31, 2004

 

(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 Money Market Fund

 

Mutual fund

 

$

 

$

2,402,756

 

*

 

UBOC Stable Value Fund

 

Common/collective trust

 

 

2,794,865

 

*

 

HighMark Bond Fund

 

Mutual fund

 

 

1,563,644

 

 

 

Fidelity Advisor Balanced Fund

 

Mutual fund

 

 

1,472,068

 

 

 

Vanguard Index 500 Fund

 

Mutual fund

 

 

3,139,833

 

 

 

Dreyfus Premier Strategic Value Fund

 

Mutual fund

 

 

420,330

 

 

 

Fidelity Advisor Growth Opportunities Fund

 

Mutual fund

 

 

2,039,992

 

 

 

Janus Twenty Fund

 

Mutual fund

 

 

4,023,813

 

 

 

Janus Olympus Fund

 

Mutual fund

 

 

492,122

 

 

 

Franklin Mutual Shares Fund

 

Mutual fund

 

 

1,097,983

 

 

 

Franklin Small Cap Growth Fund

 

Mutual fund

 

 

1,627,770

 

 

 

Franklin Balance Sheet Investment Fund

 

Mutual fund

 

 

780,262

 

 

 

Baron Growth Fund

 

Mutual fund

 

 

1,065,877

 

 

 

American EuroPacific Growth Fund

 

Mutual fund

 

 

875,186

 

 

 

Janus Worldwide Fund

 

Mutual fund

 

 

1,234,348

 

 

 

Fidelity Utilities Fund

 

Mutual fund

 

 

778,234

 

 

 

Janus Global Technology Fund

 

Mutual fund

 

 

800,694

 

*

 

Kyocera Corporation

 

Company Stock

 

 

1,161,553

 

*

 

Participant Loans

 

5.00% - 10.50%, mature various dates through 2013

 

 

1,031,205

 

 


*Party-in-interest transaction.

 

10



 

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

 

11



 

INDEX OF EXHIBITS

 

Exhibit No.

 

Description

 

Reference

 

 

 

 

 

23.1

 

Consent of Pricewaterhouse Coopers LLP

 

Filed herewith

 

12