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, 2002
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, 2002 and 2001 and
Year Ended December 31, 2002
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, 2002 and 2001, and the changes in net assets available for benefits
for the year ended December 31, 2002 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 2002) 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, 2002 and 2001
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2002 2001
----------- -----------
Assets
Cash $ 229 $ 738
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Investments, at fair value
Common/collective trust 2,271,937 1,949,888
Registered investment companies 14,738,974 15,562,067
Participant loans 881,871 907,887
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Total investments 17,892,782 18,419,842
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Receivables
Employer contribution 651,239 296,364
Participant contribution 3,859 14,357
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Total receivables 655,098 310,721
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Net assets available for
benefits $18,548,109 $18,731,301
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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, 2002
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Additions to net assets attributed to
Investment income
Net depreciation in fair value of investments $ (2,788,651)
Dividends and interest income 69,916
------------
Net investment loss (2,718,735)
------------
Contributions
Employer 1,455,718
Participants 2,206,121
------------
Total contributions 3,661,839
------------
Total additions 943,104
Deductions from net assets attributed to
Benefits paid to participants (1,120,860)
Administrative expenses (5,436)
------------
Total deductions (1,126,296)
Net decrease (183,192)
Net assets available for benefits
Beginning of year 18,731,301
------------
End of year $ 18,548,109
============
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, 2002
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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 25 percent, of his
or her compensation, as defined on a pre-tax basis and subject to
certain limitations in year 2002. The range was from 1 to 16 percent
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").
4
Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2002
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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, 2002, forfeitured non-vested
employer's contribution amounted to $59,838. Forfeitures of employer
matching contributions are used to reduce the employer's matching
contribution. During 2002, $33,591 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.
5
Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2002
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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. Dreyfus Premier Strategic Value Fund
Funds are invested in at least 65% of its total assets in the stocks
of value companies of any size.
h. Janus Twenty Fund
Funds are invested in a portfolio of 20 to 30 common stocks of
companies with improving fundamentals.
i. Fidelity Utilities Fund
Funds are invested primarily in equity securities of public utility
companies.
j. Franklin Mutual Shares Fund
Funds are invested in larger and medium-sized companies.
k. Janus Global Technology Fund
Funds are invested primarily in foreign and U.S. companies expected to
benefit from advancement in technology.
l. 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.
6
Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2002
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m. Franklin Small Cap Growth Fund
Funds are invested in a diversified portfolio of equity securities of
small capitalization and emerging growth companies.
n. Franklin Balance Sheet Investment Fund
Funds are invested in common stock, preferred stock, bonds, and
commercial paper to seek both capital appreciation and income.
o. Baron Growth Fund
Funds are invested in equity securities in small companies.
p. Janus Worldwide Fund
Funds are invested in stocks of companies based outside the U.S.,
which offer above-average growth potential.
q. American EuroPacific Growth Fund
Funds are invested in stocks of companies based outside the U.S.,
which offer above-average growth potential.
r. 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.
7
Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2002
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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.
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.
8
Kyocera Mita America, Inc. Savings and Investment Plan
Notes to Financial Statements
December 31, 2002
--------------------------------------------------------------------------------
3. Investments
The following presents investments that represent five percent or more of
the Plan's net assets as of December 31, 2002 and 2001:
2002 2001
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HighMark Money Market Fund
2,712,441 and 2,296,006 shares in 2002 and 2001,
respectively $2,712,441 $2,296,006
UBOC Stable Value Fund
2,271,937 and 1,949,888 shares in 2002 and 2001,
respectively 2,271,937 1,949,888
HighMark Bond Fund
122,453 and 91,380 shares in 2002 and 2001,
respectively 1,343,304 988,730
Fidelity Advisor Balanced Fund
67,949 and 64,938 shares in 2002 and 2001,
respectively 937,011 1,008,487
Vanguard Index 500 Fund
20,563 and 15,380 shares in 2002 and 2001, respectively 1,668,703 1,628,598
Fidelity Advisor Growth Opportunities Fund
58,561 and 55,509 shares in 2002 and 2001, respectively 1,299,475 1,596,430
Janus Twenty Fund
68,922 and 63,912, shares in 2002 and 2001, respectively 1,999,433 2,458,064
Franklin Small Cap Growth Fund
44,762 and 41,986 shares in 2002 and 2001, respectively 982,519 1,308,717
Janus Worldwide Fund
28,037 shares in 2001 -- 1,229,161
During 2002, 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 $2,687,407
Common stock 101,244
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$2,788,651
==========
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
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2002
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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 Diversified Money Market $ 2,712,441 $ 2,712,441
* Union Bank of California Stable Value 2,271,937 2,271,937
* HighMark Capital Management Bond 1,320,278 1,343,304
Fidelity Investments Advisor Balanced 1,149,742 937,011
Vanguard Funds Index 500 2,229,661 1,668,703
Dreyfus Funds Premier Strategic 40,592 39,066
Fidelity Investments Advisor Growth Opportunities 2,330,772 1,299,475
Janus Group Twenty 3,740,320 1,999,433
Janus Group Olympus 488,900 255,351
Franklin/Templeton Mutual Shares 835,910 717,426
Franklin/Templeton Small Mid Cap 1,320,114 982,519
Franklin/Templeton Balance Sheet 87,794 82,886
Baron Funds Growth 81,434 77,697
American Funds Europacific Growth A 465,267 360,235
Janus Group Worldwide 1,482,665 895,885
Fidelity Investments Utilities 648,837 345,275
Janus Group Global Technology 1,067,939 357,279
* Kyocera Corporation Company Stock 927,760 664,988
Participant Loans 7.50% - 10.50% 881,871 881,871
*Party-in-interest transaction.
10
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
11
INDEX OF EXHIBITS
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Exhibit No. Description
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23 Consent of Pricewaterhouse Coopers LLP
12