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
* Other schedules required by 29 CFR 2520.103-10 of the Department of Labors 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 Plans 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans 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 |
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June 15, 2005 |
1
Kyocera Mita America, Inc. Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
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2004 |
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2003 |
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Assets |
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Cash |
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$ |
32,521 |
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$ |
576 |
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Investments, at fair value |
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|
|
|
|
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Common/collective trust |
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2,794,865 |
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2,719,791 |
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Registered investment companies |
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23,820,718 |
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19,515,992 |
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Common stock |
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1,155,747 |
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924,692 |
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Participant loans |
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1,031,205 |
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976,808 |
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Total investments |
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28,802,535 |
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24,137,283 |
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Receivables |
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Employer contribution |
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753,812 |
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687,546 |
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Participant contribution |
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11,258 |
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6,663 |
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Total receivables |
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765,070 |
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694,209 |
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Net assets available for benefits |
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$ |
29,600,126 |
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$ |
24,832,068 |
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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 |
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Investment income |
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Net appreciation in fair value of investments |
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$ |
2,242,456 |
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Interest income |
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171,220 |
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Dividend |
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209,680 |
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Net investment gain |
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2,623,356 |
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Contributions |
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|
|
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Employer |
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1,728,975 |
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Participants |
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2,688,567 |
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Total contributions |
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4,417,542 |
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Total additions |
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7,040,898 |
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Deductions from net assets attributed to |
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Benefits paid to participants |
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(2,263,840 |
) |
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Administrative expenses |
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(9,000 |
) |
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Total deductions |
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(2,272,840 |
) |
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Net increase |
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4,768,058 |
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Net assets available for benefits |
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Beginning of year |
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24,832,068 |
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End of year |
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$ |
29,600,126 |
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The accompanying notes are an integral part of the financial statements.
3
Kyocera Mita America, Inc. Savings and Investment Plan
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 Plans 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 participants contribution to a maximum of 3 percent of the participants 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 Companys Discretionary Contribution. Vesting in the Companys Matching Contribution portion of their accounts is based on years of continuous service as follows:
Year of Services |
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Percentage Vested |
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1 year |
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0 |
% |
2 years |
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25 |
% |
3 years |
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50 |
% |
4 years |
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75 |
% |
5 years |
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100 |
% |
4
Any portion of a participants 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 employers contribution amounted to $89,045. Forfeitures of employer matching contributions are used to reduce the employers matching contribution. During 2004, $48,208 of cumulative forfeitures were used to offset employers 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 participants principal place of residence. Repayment is made through payroll deduction. The loans bear interest at a rate that is currently charged by the Companys 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 Plans investments are stated at fair value. Quoted market prices are used to value common stock. Mutual funds are valued at net asset value. The Plans 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 Plans 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 Plans net assets as of December 31, 2004 and 2003:
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2004 |
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2003 |
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HighMark
Money Market Fund |
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$ |
2,402,756 |
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$ |
2,474,696 |
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UBOC
Stable Value Fund |
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2,794,865 |
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2,719,791 |
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HighMark
Bond Fund |
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1,563,644 |
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1,453,095 |
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Vanguard
Index 500 Fund |
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3,139,833 |
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2,635,541 |
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Fidelity
Advisor Growth Opportunities Fund |
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2,039,992 |
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1,854,859 |
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Janus
Twenty Fund |
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4,023,813 |
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2,825,205 |
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Franklin
Small Cap Growth Fund |
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1,627,770 |
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1,566,700 |
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During 2004, the Plans investments (including gains and losses on investment bought and sold, as well as held during the year) appreciated as follows:
Registered investment companies |
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$ |
2,103,107 |
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Common stock |
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139,349 |
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$ |
2,242,456 |
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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 UBOCs 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 Companys 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 Plans 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) |
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(b) |
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(c) |
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(d) |
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(e) |
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Description of investment, |
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including maturity date, |
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Identity of issue, borrower, |
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rate of interest, collateral, |
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Current |
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lessor, or similar party |
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par, or maturity value |
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Cost |
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Value |
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* |
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HighMark Money Market Fund |
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Mutual fund |
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$ |
|
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$ |
2,402,756 |
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* |
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UBOC Stable Value Fund |
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Common/collective trust |
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|
|
2,794,865 |
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* |
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HighMark Bond Fund |
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Mutual fund |
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|
|
1,563,644 |
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Fidelity Advisor Balanced Fund |
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Mutual fund |
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|
|
1,472,068 |
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Vanguard Index 500 Fund |
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Mutual fund |
|
|
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3,139,833 |
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Dreyfus Premier Strategic Value Fund |
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Mutual fund |
|
|
|
420,330 |
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Fidelity Advisor Growth Opportunities Fund |
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Mutual fund |
|
|
|
2,039,992 |
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|
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Janus Twenty Fund |
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Mutual fund |
|
|
|
4,023,813 |
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Janus Olympus Fund |
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Mutual fund |
|
|
|
492,122 |
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Franklin Mutual Shares Fund |
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Mutual fund |
|
|
|
1,097,983 |
|
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|
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Franklin Small Cap Growth Fund |
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Mutual fund |
|
|
|
1,627,770 |
|
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|
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Franklin Balance Sheet Investment Fund |
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Mutual fund |
|
|
|
780,262 |
|
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Baron Growth Fund |
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Mutual fund |
|
|
|
1,065,877 |
|
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|
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American EuroPacific Growth Fund |
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Mutual fund |
|
|
|
875,186 |
|
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Janus Worldwide Fund |
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Mutual fund |
|
|
|
1,234,348 |
|
||
|
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Fidelity Utilities Fund |
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Mutual fund |
|
|
|
778,234 |
|
||
|
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Janus Global Technology Fund |
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Mutual fund |
|
|
|
800,694 |
|
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* |
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Kyocera Corporation |
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Company Stock |
|
|
|
1,161,553 |
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* |
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Participant Loans |
|
5.00% - 10.50%, mature various dates through 2013 |
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|
|
1,031,205 |
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*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.
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Kyocera Mita America, Inc. |
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Savings and Investment Plan |
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Date: |
October 5, 2005 |
By: |
/s/ Nicholas Maimone |
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Nicholas Maimone |
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Chief Financial Officer |
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11
INDEX OF EXHIBITS
Exhibit No. |
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Description |
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Reference |
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23.1 |
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Consent of Pricewaterhouse Coopers LLP |
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Filed herewith |
12