6-K 1 d587256d6k.htm FORM 6-K FORM 6-K
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FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of June 2018

Commission File Number: 1-07952

KYOCERA CORPORATION

6 Takeda Tobadono-cho, Fushimi-ku,

Kyoto 612-8501, Japan

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F     x         Form 40-F             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Registration S-T Rule 101(b)(1):            

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Registration S-T Rule 101(b)(7):            


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

KYOCERA CORPORATION
/s/ Shoichi Aoki

Shoichi Aoki

Director,

Managing Executive Officer and

General Manager of

Corporate Management Control Group

Date: June 5, 2018


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Information furnished on this form:

EXHIBITS

 

Exhibit

Number

    
1.    Notice of the 64th Ordinary General Meeting of Shareholders (including Report for the Year Ended March 31, 2018)
2.    Internet Disclosure Items for Notice of the 64th Ordinary General Meeting of Shareholders
  

•  Notes to Consolidated Financial Statements

  

•  Notes to Financial Statements


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LOGO    Securities Code 6971

 

 

Notice of the 64th Ordinary General Meeting of Shareholders

June 26, 2018

Kyoto, Japan

 

 

LOGO

6 Takeda Tobadono-cho, Fushimi-ku, Kyoto, Japan

Please note that this is an English translation of the Japanese original of the Notice of the 64th Ordinary General Meeting of Shareholders of Kyocera Corporation distributed to shareholders in Japan. The translation is prepared solely for the reference and convenience of foreign shareholders. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.


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Kyocera Management Philosophy

  

Greetings

     1  

Notice of the 64th Ordinary General Meeting of Shareholders

     2  

Reference Documents for the General Meeting of Shareholders

     4  

Proposal 1 Appropriation of Surplus

     4  

Proposal 2 Election of One (1) Director

     6  

(Accompanying Documents for the 64th Ordinary General Meeting of Shareholders)

  

Business Report

     7  

1. Current Conditions of Kyocera Corporation and its Consolidated Subsidiaries

     7  

2. Shares

     23  

3. Directors and Audit & Supervisory Board Members

     24  

4. Accounting Auditor

     28  

5. System and Policy

     29  

Consolidated Balance Sheets

     34  

Consolidated Statements of Income

     36  

Consolidated Statement of Changes in Equity

     37  

Consolidated Statements of Cash Flows (For Reference Only)

     37  

Balance Sheets

     38  

Statements of Income

     40  

Statement of Changes in Net Assets

     41  

Copy of Audit Report of Accounting Auditors on Consolidated Financial Statements

     42  

Copy of Audit Report of Accounting Auditors

     44  

Copy of Audit Report of Audit & Supervisory Board

     46  


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Kyocera Management Philosophy

Corporate Motto

 

LOGO

“Respect the Divine and Love People”

Preserve the spirit to work fairly and honorably,

respecting people, our work, our company and our global community.

Management Rationale

To provide opportunities for the material and intellectual growth of all our employees, and through our joint efforts, contribute to the advancement of society and humankind.

Management Philosophy

To coexist harmoniously with our society, our global community and nature.

Harmonious coexistence is the underlying foundation of all our business activities as we work to create a world of prosperity and peace.

Management Based on the Bonds of Human Minds

Kyocera started as a small, suburban factory, with no money, credentials or reputation. We had nothing to rely on but a little technology and 28 trustworthy colleagues. Nonetheless, the company experienced rapid growth because everyone exerted their maximum efforts and managers devoted their lives to earning the trust of employees. We wanted to be an excellent company where all employees could believe in each other, abandon selfish motives, and be truly proud to work. This desire became the foundation of Kyocera’s management.

Human minds are said to be easily changeable. Yet, there is nothing stronger than the human mind. Kyocera developed into what it is today because it is based on the bonds of human minds.

Kazuo Inamori

Founder and Chairman Emeritus


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Greetings

We are pleased to present to you Notice of the 64th Ordinary General Meeting of Shareholders.

In the year ended March 31, 2018 (hereinafter, “fiscal 2018” refers to the fiscal year ended March 31, 2018, with other fiscal years referred to in a corresponding manner), Kyocera actively made capital investment to boost production capacity aimed at meeting strong component demand and worked to introduce new products and increase sales throughout the Group. In addition, our performance was bolstered through merger and acquisition activity conducted with the objective of expanding our business domains, and these factors culminated in a new record high in net sales. Profit was down compared with fiscal 2017, however, due to the recording of a write-down relating to long-term purchase agreements for procurement of polysilicon material in the solar energy business coupled with an increase in tax expenses primarily resulting from amendments to the U.S. tax law.

As a reward to our shareholders for their support, the Company is planning a year-end dividend of 60 yen per share. The resulting consolidated payout ratio will substantially exceed the standard set in our dividend policy to maintain a consolidated payout ratio of around 40%, due to the loss resulting from a significant write-down mentioned above, which is, however, expected to be a one-time event. When aggregated with the interim dividend of 60 yen per share already paid, the total annual dividend for fiscal 2018 will be 120 yen per share, an increase of 10 yen per share compared with fiscal 2017. This will be the second straight year we have increased dividends.

In fiscal 2019, we will make investment aimed at driving growth. In particular, we continue to increase production capacity and will work to strengthen research and development so we can create new businesses by taking advantage of new business opportunities brought about by advancements in the Internet of Things (IoT) and 5th generation mobile communication system (5G). At the same time, we aim to increase sales and profit by taking steps to thoroughly reduce costs and double productivity throughout the Kyocera Group in an effort to enhance competitiveness.

We would very much appreciate your continued support of the Kyocera Group as we forge ahead with our endeavors.

Goro Yamaguchi

Chairman of the Board and Representative Director

Hideo Tanimoto

President and Representative Director

 

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Securities Code 6971

June 5, 2018

To our shareholders

Notice of the 64th Ordinary General Meeting of Shareholders

This is to inform you that Kyocera Corporation (the “Company”) will hold its 64th Ordinary General Meeting of Shareholders (the “Meeting”), as described below, which you are cordially invited to attend.

If you are unable to attend the Meeting, please examine the attached reference documents for the General Meeting of Shareholders and exercise your voting rights in written form (voting card) or electronically (via Internet or other means), no later than 5:30 p.m. Monday, June 25, 2018, Japan time.

 

1. Date and Time

   10:00 a.m. on Tuesday, June 26, 2018, Japan Time

2. Venue

   3rd Floor “Genji Room” at HOTEL GRANVIA KYOTO, in KYOTO STATION BUILDING, Shiokoji-sagaru, Karasuma-dori, Shimogyo-ku, Kyoto, Japan

3. Purpose of the Meeting

Matters to Be Reported

 

  (1) Contents of the business report, consolidated financial statements and the audit results of consolidated financial statements by the Accounting Auditor and the Audit & Supervisory Board for the 64th fiscal year (April 1, 2017 to March 31, 2018)

 

  (2) Contents of the non-consolidated financial statements for the 64th fiscal year (April 1, 2017 to March 31, 2018)

Matters to Be Resolved

 

Proposal 1    Appropriation of Surplus
Proposal 2    Election of One (1) Director

 

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4. Matters Relating to Exercise of Voting Rights

(1) Method of Exercising Voting Rights in attending at the Meeting (Voting Card)

Please indicate your vote “for” or “against” the proposal on the voting card enclosed herewith and hand it to the receptionist.

(2) Method of Exercising Voting Rights in Written Form (Voting Card)

Please indicate your vote “for” or “against” the proposal on the voting card enclosed herewith and ensure it is returned to us no later than the deadline mentioned page 2.

(3) Method of Exercising Voting Rights Electronically (via Internet or other means)

Please access the website (https://evote.tr.mufg.jp/) to exercise voting rights through a personal computer, smartphone or mobile phone. Using the code and password written on the voting card enclosed herewith and follow the instructions on the website. Please enter “for” or “against” the proposal no later than the deadline mentioned page 2.

[Handling in Event Multiple Exercises Voting Rights]

 

  (1) In the event that any shareholder exercises voting rights in written form (voting card) and electronically (via Internet or other means), the electronically exercised voting rights shall prevail.

 

  (2) In the event of multiple electronically exercised of voting rights (via Internet or other means) by a shareholder, the last electronically exercised voting right shall prevail.

 

Truly yours,
Hideo Tanimoto
President and Representative Director
KYOCERA Corporation

 

 

Notes:

 

1. This meeting is conducted in Japanese. In addition interpreter is not hired. We appreciate your understanding in advance.

 

2. In the accompanying documents for the Notice of the 64th Ordinary General Meeting of Shareholders, the “Notes to Consolidated Financial Statements” and the “Notes to Financial Statements” are available to shareholders on the Company’s website (https://global.kyocera.com/ir/s_info/meeting.html), pursuant to the provisions of laws and regulations as well as the Articles of Incorporation of the Company. The “Notes to Consolidated Financial Statements” and the “Notes to Financial Statements” are a part of the Consolidated Financial Statements and the Financial Statements that were audited by Audit & Supervisory Board Members and the Accounting Auditor in preparing the Audit Reports.

 

3. In the event of any changes to the reference documents for the General Meeting of Shareholders, the business report, the financial statements or the consolidated financial statements, the Company shall give notice thereof to shareholders by posting it on the Company’s website (https://global.kyocera.com/ir/s_info/meeting.html), which can be accessed via Internet.

 

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Reference Documents for the General Meeting of Shareholders

Proposals and References are as follows:

Proposal 1    Appropriation of Surplus

The Company believes that the best way to increase corporate value and meet shareholders’ expectations is to improve future consolidated performance on an ongoing basis.

The Company therefore has adopted the principal guideline that dividend amounts be within a range based on net income attributable to Kyocera Corporation’s Shareholders on a consolidated basis, and has set its dividend policy to maintain a payout ratio of around 40% of consolidated net income attributable to Kyocera Corporation’s Shareholders. In addition, the Company determines dividend amounts based on an overall assessment, taking into account various factors including the amount of capital expenditures necessary for the medium to long-term corporate growth.

As a reward to our shareholders for their support, the Company is planning a year-end dividend of 60 yen per share. The resulting consolidated payout ratio will substantially exceed the level set in our dividend policy of around 40%, due to the loss resulting from a significant write-down relating to long-term purchase agreements for procurement of polysilicon material in the solar energy business, which is, however, expected to be a one-time event. When aggregated with the interim dividend in the amount of 60 yen per share, the total annual dividend will be 120 yen per share. This means an increase of 10 yen per share compared with 110 yen per share for the year ended March 31, 2017.

The Company also proposes that funds shall be set aside as General Reserve, taking into account the necessary reserve amounts for creation of new businesses, exploitation of new markets, development of new technologies and acquisition of outside management resources that enable us to achieve stable and sustainable growth of the Company.

The proposed appropriation of surplus is as follows:

 

1.   Matters Relating to Year-end Dividend  
  (1)    Type of Assets Distributed as Dividend:    
            Cash    
  (2)    Matters Relating to the Appropriation to Shareholders of Assets Distributed as Dividend and Aggregate Amount thereof:
            60 yen per share of common stock of the Company.    
            The aggregate amount thereof shall be 22,062,465,480 yen.  

 

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  (3)    Effective Date of the Distribution of Surplus as Dividend:    
            June 27, 2018    

 

LOGO

 

Note: The Company undertook a stock split at the ratio of two for one of all common shares on October 1, 2013. Dividends per share in FY2014 have been re-calculated based on the ratio of the stock split.

 

2.   Matters Relating to Appropriation of General Reserve    
  (1)    Category of Surplus to Increase and Amount thereof:  
            General Reserve:   35,000,000,000 yen.  
  (2)    Category of Surplus to Decrease and Amount thereof:  
            Unappropriated Retained Earnings:   35,000,000,000 yen.  

 

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Proposal 2    Election of One (1) Director

In order to improve corporate value through reinforcement of the organizational structure of Kyocera Group and its corporate governance system, the Company proposes that one (1) Director be newly elected.

Pursuant to Paragraph 2 of Article 21 of the Articles of Incorporation of the Company, the term of office of the Director to be elected at this Meeting will expire when the term of the other Directors currently in office expires.

The candidate for Director is as follows:

 

Name

(Date of birth)

  Career Summary, Positions and Areas of Responsibility,
and Significant Concurrent Posts
  

Number of
Company
Shares held

Junichi Jinno

(May 7, 1955)

    Jul.   1983  

Joined the Company

  

2,714

 

    Aug.  2002  

General Manager of Corp. Communication Systems Equipment Div.

  
    Jun.  2003   Executive Officer of the Company   
    Apr.  2007  

General Manager of Corp. R&D Group for Equipment and Systems

  
    Apr.  2011  

General Manager of Corp. Legal and Intellectual Property Group [Present]

  
    Apr.  2013  

Senior Executive Officer of the Company

  
    Apr.  2018  

Managing Executive Officer of the Company [Present]

  
Reason for candidacy as Director   Following broad experience in manufacturing, sales and development in the Communication Equipment Business of the Company, Mr. Jinno has contributed to Kyocera Group’s compliance and intellectual property strategy as a General Manager of the Corp. Legal and Intellectual Property Group of the Company since 2011. The Company has nominated him as a candidate for Director because it believes that he is abundantly capable of performing the duties of a Director of the Company, based on his experience and exceptional insight.

Notes:

 

1. There are no special interests between the candidate and the Company.

 

2. The number of shares of the Company owned by the above candidate for Director is as of March 31, 2018, and includes his ownership in the Stock Purchase Plan for Kyocera Group Executives.

- END -

 

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(Accompanying Documents for the 64th Ordinary General Meeting of Shareholders)

Business Report (April 1, 2017 to March 31, 2018)

1. Current Conditions of Kyocera Corporation and its Consolidated Subsidiaries

(1) Business Progress and Results

For fiscal 2018 sales increased in the Components Business due to strong component demand in information and communications, automotive-related and industrial machinery markets, coupled with vigorous expansion of production capacity. Sales in the Document Solutions Group also increased due to the launch of new products and aggressive sales promotion activities. Merger and acquisition activities also contributed. As a result, consolidated net sales for fiscal 2018 increased by ¥154,285 million, or 10.8%, compared with fiscal 2017, to ¥1,577,039 million. This result is a record high for fiscal year sales.

Profit from operations decreased by ¥8,967 million, or 8.6%, to ¥95,575 million, income before income taxes decreased by ¥5,983 million, or 4.3%, to ¥131,866 million and net income attributable to Kyocera Corporation’s shareholders decreased by ¥22,054 million, or 21.2%, to ¥81,789 million, compared with fiscal 2017. These results were due to the recording of a write-down in the amount of ¥50,165 million* relating to long-term purchase agreements for procurement of polysilicon material in the solar energy business, included within the Life & Environment Group, which more than offset improvements in profitability in the Components Business and the Document Solutions Group resulting from the sales growth and efforts to reduce costs and raise productivity. Tax expenses primarily resulting from amendments to U.S. tax law and incurred by subsidiaries such as our U.S. subsidiary AVX Corporation pushed down net income attributable to Kyocera Corporation’s shareholders by approximately ¥11 billion.

Average exchange rates for fiscal 2018 were ¥111 to the U.S. dollar, marking depreciation of ¥3 (2.8%), and ¥130 to the Euro, marking depreciation of ¥11 (9.2%), from fiscal 2017. As a result, net sales and income before income taxes after translation into yen for fiscal 2018 were pushed up by approximately ¥39 billion and ¥16 billion, respectively, compared with fiscal 2017.

*Kyocera has entered into long-term purchase agreements for the procurement of polysilicon material for use in its solar energy business. As a result of a decline in the profitability of such business, the net realizable value of polysilicon material was less than the purchase prices under these agreements; and pursuant to the lower of cost or net realizable value approach, Kyocera decided to record a write-down in an amount equivalent to the difference between net realizable value and purchase price.

The total amount of the write-down was ¥50,165 million, including a write-down of future material purchase commitments and the current polysilicon materials already purchased pursuant to the agreements, and the write-down was included in “cost of sales” in Kyocera’s consolidated statements of income for fiscal 2018.

 

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Highlights of Consolidated Results

 

LOGO   LOGO
LOGO   LOGO

Notes:

 

1. The amounts, numbers of shares and ratios (%) in this report are rounded to the nearest unit.

 

2. Graphs in this report are presented solely for reference.

 

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Consolidated Results by Reporting Segment

Business reporting segment classification has been changed from fiscal 2018.

Industrial & Automotive Components Group

 

Net Sales:               ¥287,620 million, up 24.9% year on year

Operating Profit:  ¥32,557 million, up 45.1% year on year

   LOGO               

Sales of industrial tools increased due to growing demand in automotive-related markets and merger and acquisition activities. Sales of automotive displays also increased. In addition, sales of fine ceramic parts increased in the booming semiconductor processing equipment market. As a result of these factors, sales in this reporting segment increased compared with fiscal 2017. Operating profit increased significantly due to the growth in sales and cost reductions.

 

LOGO

   LOGO

 

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Semiconductor Components Group

 

Net Sales:                ¥257,237 million, up 4.7% year on year

Operating Profit:   ¥32,476 million, up 28.3% year on year

   LOGO               

Sales in this reporting segment increased compared with fiscal 2017 due mainly to an increase in sales of ceramic packages for smartphones and organic packages for automotive applications. Operating profit increased due to the sales growth and cost reductions.

 

LOGO    LOGO

 

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Electronic Devices Group

 

Net Sales:                ¥305,145 million, up 26.7% year on year

Operating Profit:   ¥47,285 million, up 54.7% year on year

   LOGO               
  

Sales of capacitors and crystal components increased due to the launch of new products and expansion of production capacity on the back of solid demand for smartphone parts. Demand for printing devices for industrial equipment and merger and acquisition activities at AVX Corporation also contributed to this result. Operating profit increased significantly due to the sales growth coupled with the impact of new product introductions and cost reductions.

 

 

LOGO    LOGO

 

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Communications Group

 

Net Sales:                ¥255,535 million, up 1.1% year on year

Operating Profit:   ¥5,061 million, down 40.7% year on year

   LOGO               
  

Sales and profit both increased in the information and communications services business, which provides engineering services, etc. On the other hand, profitability in the telecommunications equipment business declined due to a decline in sales of mobile phones for the U.S. market. As a result, sales in this reporting segment remained relatively unchanged and operating profit decreased compared with fiscal 2017.

 

LOGO

  

LOGO

 

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Document Solutions Group

 

Net Sales:                ¥371,058 million, up 14.5% year on year

Operating Profit:   ¥41,141 million, up 46.5% year on year

   LOGO               
  

Sales in this reporting segment increased compared with fiscal 2017 due to an increase in sales volume resulting from the launch of new products and aggressive sales promotion activities, as well as a contribution from merger and acquisition activity. Operating profit increased significantly due to the increase in sales, cost reductions, enhanced productivity and the impact of foreign exchange rate fluctuations.

 

LOGO

  

LOGO

 

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Life & Environment Group

 

Net Sales:                          ¥112,212 million, down 24.8% year on year

Operating Profit (Loss):  ¥(55,010) million, down ¥56,355 million year on year

  LOGO               
 

Sales in this reporting segment decreased compared with fiscal 2017 due to downsizing of the solar energy business in the United States and lower sales in the key solar energy market of Japan. Operating loss was recorded due mainly to the recording of a write-down relating to long-term purchase agreements for procurement of polysilicon material in the solar energy business.

 

LOGO

  

LOGO

 

Note :   The sum total of sales composition ratio shown on pages 9 to 14 shall not be 100% because “Others” and “Adjustments and Eliminations”, when aggregated, accounting for (0.7%) of consolidated net sales in fiscal 2018.

 

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(2) Capital Expenditures

During fiscal 2018, Kyocera made capital expenditures to enhance production capacity in order to cope with high levels of demand and productivity primarily in the Industrial & Automotive Components Group and Electronic Devices Group. As a result, capital expenditures for fiscal 2018 increased by ¥18,738 million, or 27.6%, to ¥86,519 million, compared with fiscal 2017.

Required funds for fiscal 2018 were mainly financed from internal resources.

 

LOGO  

 

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(3) Management Challenges

Kyocera has a wide range of management resources within the Kyocera Group, from materials technologies such as ceramics to components, devices, equipment, systems and services. Kyocera strives to expand existing businesses and create new businesses by strengthening ties in each business and maximizing the collective capabilities of the Kyocera Group in order to be a high-growth, highly profitable company. To expand existing businesses, Kyocera works to enhance productivity through the use of advanced technologies that include robots and AI (Artificial Intelligence) and to further lower costs through process reform as means to boost market share. To create new businesses, Kyocera works to develop new products and expand business domains by pursuing synergies on a technological front in-house, through M&A, and by collaborating with external entities.

Kyocera is focused on the following challenges:

i) Expand business in key markets

Kyocera views the information and communications market, automotive-related markets, the environment and energy market and the medical and healthcare market as key markets and will strive to increase sales and profit by expanding existing businesses and creating new businesses in these markets.

In the information and communications market, Kyocera is pushing ahead with development and expansion of high-value-added products that contribute to the advanced performance, multiple functionality, miniaturization and ever thinner profile of digital consumer equipment, which includes smartphones, as well as components for 5G. In addition, Kyocera works to develop new products and provide services that leverage our strengths gained from deploying a wide range of businesses that span from components and devices to equipment and systems aimed at securing new business opportunities associated with the advancement of the IoT.

In automotive-related markets, we actively seek to secure orders by way of a framework that straddles the Kyocera Group so that we can take advantage of various business opportunities associated with increased electrification and environmental responsiveness of automobiles and ADAS (Advanced Driver Assistance System). We will take steps to increase market share by expanding application of existing products and cultivating new customers. In addition, we will accelerate new product development for promising fields by strengthening technology development and collaborating with customers.

In the environment and energy market, Kyocera will push ahead with broad business development, from energy creating business through solar power generating systems and fuel cells to energy storage business through the supply of electricity storage units and energy management systems that utilize generated and stored power without any waste. In response to the rise in self-generation and self-consumption of power, we will seek to improve the conversion efficiency of solar modules, introduce a high-efficiency fuel cell system to market and expand sales of large storage batteries. We will also strengthen development of a system that contributes to the stable supply of power and power savings.

In the medical and healthcare market, Kyocera will expand the medical devices business, which includes prosthetic joints. Additionally, we will take advantage of business opportunities and look to expand business domains by pursuing synergies in technologies from materials to components and systems, and by linking up with external organizations. We will work to reinforce new product development for regenerative medicine and digital healthcare at the Medical Development Center that integrates development divisions for this market.

ii) Enhance management foundations

Kyocera will strive to expand production capacity and enhance production efficiency through the construction of new factories in Japan and overseas with the aim of further boosting competitiveness. We will actively invest in products with a forecast of increasing demand and work to introduce high-value-added products by leveraging sophisticated production technology capabilities. In addition, we will seek to integrate various technologies held within the Group aimed at creating new products and businesses as well as endeavor to enhance research and development capabilities by bolstering our marketing function.

 

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Note: Cautionary Statement for Forecasts

Certain of the statements made in this document are forward-looking statements, which are based on our current assumptions and beliefs in light of the information currently available to us. These forward-looking statements involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors include, but are not limited to the following:

 

(1) General conditions in the Japanese or global economy;

 

(2) Unexpected changes in economic, political and legal conditions in countries where we operate;

 

(3) Various export risks which may affect the significant percentage of our revenues derived from overseas sales;

 

(4) The effect of foreign exchange fluctuations on our results of operations;

 

(5) Intense competitive pressures to which our products are subject;

 

(6) Fluctuations in the price and ability of suppliers to provide the required quantity of raw materials for use in our production activities;

 

(7) Manufacturing delays or defects resulting from outsourcing or internal manufacturing processes;

 

(8) Shortages and rising costs of electricity affecting our production and sales activities;

 

(9) The possibility that future initiatives and in-process research and development may not produce the desired results;

 

(10) Companies or assets acquired by us not produce the returns or benefits, or bring in business opportunities;

 

(11) Inability to secure skilled employees, particularly engineering and technical personnel;

 

(12) Insufficient protection of our trade secrets and intellectual property rights including patents;

 

(13) Expenses associated with licenses we require to continue to manufacture and sell products;

 

(14) Environmental liability and compliance obligations by tightening of environmental laws and regulations;

 

(15) Unintentional conflict with laws and regulations or newly enacted laws and regulations;

 

(16) Our market or supply chains being affected by terrorism, plague, wars or similar events;

 

(17) Earthquakes and other natural disasters affecting our headquarters and major facilities as well as our suppliers and customers;

 

(18) Credit risk on trade receivables;

 

(19) Fluctuations in the value of, and impairment losses on, securities and other assets held by us;

 

(20) Impairment losses on long-lived assets, goodwill and intangible assets;

 

(21) Unrealized deferred tax assets and additional liabilities for unrecognized tax benefits; and

 

(22) Changes in accounting principles.

Due to such risks, uncertainties and other factors, our actual results, performance, achievements or financial condition may be substantially different from any future results, performance, achievements or financial condition expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements included in this document.

 

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(4) Four-Year Financial Summary

 

     (Yen in millions except per share amount)  
     Fiscal 2015      Fiscal 2016      Fiscal 2017      Fiscal 2018  

Net Sales

     1,526,536        1,479,627        1,422,754        1,577,039  

Income before Income Taxes

     121,862        145,583        137,849        131,866  

Net Income Attributable to Kyocera Corporation’s Shareholders

     115,875        109,047        103,843        81,789  

Basic Earnings per Share Attributable to Kyocera Corporation’s Shareholders (Yen)

     315.85        297.24        282.62        222.43  

Total Assets

     3,021,184        3,095,049        3,110,470        3,157,077  

Kyocera Corporation’s Shareholders’ Equity

     2,215,319        2,284,264        2,334,219        2,336,246  

Kyocera Corporation’s Shareholders’ Equity per Share (Yen)

     6,038.57        6,226.58        6,347.95        6,353.54  

Notes:

 

1. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States.

 

2. Basic earnings per share attributable to Kyocera Corporation’s shareholders is calculated using the average number of shares in issue excluding treasury stock during each respective fiscal year and Kyocera Corporation’s shareholders’ equity per share is calculated using the number of shares in issue excluding treasury stock at the end of each respective fiscal year.

 

3. Net sales for fiscal 2015 marked record high as it did for the previous year due to increases in component sales for digital consumer equipment and automotive-related market. Net income attributable to Kyocera Corporation’s shareholders increased compared with fiscal 2014 due mainly to the effect derived from the revaluation of deferred tax assets and liabilities in line with a revision of the tax system in Japan despite the recording of a loss from a review of asset valuation.

 

4. Net sales for fiscal 2016 decreased compared with fiscal 2015 due mainly to a decline in sales of telecommunications equipment and solar energy systems, despite an increase in sales of components for smartphones and automotive-related market. Net income attributable to Kyocera Corporation’s shareholders decreased compared with fiscal 2015 due mainly to the decrease of the effect derived from the revaluation of deferred tax assets and liabilities in line with a revision of the tax system in Japan.

 

5. Net sales for fiscal 2017 decreased compared with fiscal 2016 due mainly to a decline in sales of solar energy systems and a decline in sales of telecommunications equipment as a result of a revision in product strategy in addition to an impact from an appreciation of the yen, despite an increase in sales of components supported by increases in automobile sales in Asia and investment in communications infrastructure. Net income attributable to Kyocera Corporation’s shareholders decreased compared with fiscal 2016 due mainly to a gain on the sale of an asset recorded in fiscal 2016.

 

6. Performance for fiscal 2018 is as stated in “(1) Business Progress and Results” on previous pages.

 

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(5) Principal Businesses (as of March 31, 2018)

      Business reporting segment classification has been changed from fiscal 2018.

Kyocera manufactures and sells a highly diversified range of products, including fine ceramic components and various kinds of products utilizing fine ceramic technologies, telecommunications and information equipment, etc. The principal products and businesses are as follows:

 

Reporting Segment and Content of Business

  

Principal Product and Business

Industrial & Automotive Components Group:
Kyocera provides various kinds of fine ceramic components, camera modules and liquid crystal displays to the industrial machinery and automotive markets. We also provide industrial tools such as cutting tools and pneumatic and power tools to the general industrial and construction markets.

  

 

Fine Ceramic Components

Automotive Components

Liquid Crystal Displays

Industrial Tools

Semiconductor Components Group:
Kyocera provides packages for protecting electronic components and ICs as well as high-density multilayer printed wiring boards for assembly of such components to the information & communication and automotive markets, etc.

  

 

Ceramic Packages

Organic Multilayer Substrates and Boards

Electronic Devices Group:
Kyocera provides various electronic components and devices for diverse fields from familiar products such as smartphones to industrial machines.

  

 

Electronic Components (Capacitors, Crystal Devices, Connectors, Power Semiconductor Devices, etc.)

Printing Devices

Communications Group:
Kyocera provides mobile phones such as ultra-ruggedized smartphones and simple phones as well as communications modules that supports IoT, and information and communication services that support communication infrastructure.

  

 

Mobile Phones

M2M Modules

Information Systems and Telecommunication Services

Document Solutions Group:
Kyocera provides a diverse lineup of printers and MFPs featuring outstanding environmental and economic performance as well as solution that resolve customers’ individual management issues.

  

 

Printers

Multifunctional Products

Document Solutions

Supplies

Life & Environment Group:
Kyocera provides products related to life and environment such as solar energy products, medical devices, jewelry, and kitchen tools.

  

 

Solar Power Generating System related Products

Medical Devices

Jewelry and Ceramic Knives

 

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(6) Significant Subsidiaries (as of March 31, 2018)

 

Name of Subsidiary

  Amount of Capital
(Yen in millions
and others
in thousands)
    Ownership by
Kyocera Corporation
(%)
   

Principal Business

Kyocera Document Solutions Inc.

    ¥12,000       100.00     Development, manufacturing and sale of printers and multifunctional products

Kyocera Communication Systems Co., Ltd.

    ¥2,986       76.30     Provision of information systems and telecommunication services

Kyocera Display Corporation

    ¥4,075       100.00     Development, manufacturing and sale of liquid crystal displays

Kyocera Solar Corporation

    ¥310       100.00     Construction of solar power generating system related products

Kyocera (China) Sales & Trading Corporation

    US$10,000       90.00     Sale of industrial tools, ceramic packages and electronic components

Kyocera (Tianjin) Solar Energy Co., Ltd.

    US$30,200       90.00     Manufacturing of solar power generating system related products

Dongguan Shilong Kyocera Co., Ltd.

    HK$472,202       90.00     Manufacturing of liquid crystal displays and industrial tools

Shanghai Kyocera Electronics Co., Ltd.

    ¥17,321       100.00     Manufacturing of ceramic packages

Kyocera Korea Co., Ltd

    Won1,200,000       100.00     Sale of semiconductor components

Kyocera Asia Pacific Pte. Ltd.

    US$35,830       100.00     Sale of industrial tools and semiconductor components

AVX Corporation

    US$1,763       69.06     Development, manufacturing and sale of electronic components

Kyocera International, Inc.

    US$34,850       100.00     Manufacturing and sale of fine ceramic components and semiconductor components, and sale of mobile phones

Kyocera Fineceramics GmbH

    EURO1,687       100.00     Sale of fine ceramic components, semiconductor components and printing devices

 

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(7) Principal Business Sites (as of March 31, 2018)

 

Japan:

  
Kyocera Corporation Headquarters :   6 Takeda Tobadono-cho, Fushimi-ku, Kyoto, Japan

Hokkaido Kitami Plant

Yamagata Higashine Plant

Fukushima Koriyama Plant

Kawasaki Plant

Kanagawa Hadano Plant

Niigata Shibata Plant

Toyama Nyuzen Plant

Nagano Okaya Plant

Shiga Gamo Plant

Shiga Yohkaichi Plant

Shiga Yasu Plant

Kyoto Ayabe Plant

Kagoshima Sendai Plant

Kagoshima Kokubu Plant

Kagoshima Hayato Plant

Tokyo Office

Yokohama Office

Yokohama Nakayama Office

Osaka Daito Office

R&D Center, Keihanna (Kyoto)

R&D Center, Kagoshima

  

Kyocera Display Corporation (Shiga)

Kyocera Industrial Tools Corporation (Hiroshima)

Kyocera Communication Systems Co., Ltd. (Kyoto)

Kyocera Document Solutions Inc. (Osaka)

Kyocera Document Solutions Japan Inc. (Tokyo)

Kyocera Solar Corporation (Kyoto)

Kyocera Realty Development Co., Ltd. (Tokyo)

Hotel Kyocera Co., Ltd. (Kagoshima)

Hotel Princess Kyoto Co., Ltd. (Kyoto)

Overseas:

  

Kyocera (China) Sales & Trading Corporation (China)

Dongguan Shilong Kyocera Co., Ltd. (China)

Shanghai Kyocera Electronics Co., Ltd. (China)

Kyocera Document Technology (Dongguan) Co., Ltd. (China)

Kyocera (Tianjin) Solar Energy Co., Ltd. (China)

Kyocera Precision Tools Korea Co., Ltd. (Korea)

Kyocera Korea Co., Ltd. (Korea)

Kyocera Asia Pacific Pte. Ltd. (Singapore)

Kyocera Vietnam Co., Ltd. (Vietnam)

Kyocera Document Technology Vietnam Co., Ltd. (Vietnam)

Kyocera International, Inc. (U.S.A.)

Kyocera Senco Industrial Tools, Inc. (U.S.A.)

AVX Corporation (U.S.A.)

Kyocera Document Solutions America, Inc. (U.S.A.)

Kyocera Document Solutions Europe B.V. (Netherlands)

Kyocera Document Solutions Deutschland GmbH (Germany)

TA Triumph-Adler GmbH (Germany)

Kyocera Fineceramics GmbH (Germany)

Kyocera Unimerco A/S (Denmark)

 

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(8) Employees (as of March 31, 2018)

i) Consolidated

 

Reporting Segment

   Number of Employees     

Change from the
End of Fiscal 2017

 

Industrial & Automotive Components Group

     15,866      Increase of     2,465  

Semiconductor Components Group

     9,080      Increase of     158  

Electronic Devices Group

     20,739      Increase of     4,066  

Communications Group

     4,463      Decrease of     1,792  

Document Solutions Group

     19,750      Increase of     721  

Life & Environment Group

     3,014      Decrease of     36  

Others

     1,376      Increase of     97  

Headquarters

     1,652      Increase of     108  
  

 

 

    

 

 

Total

     75,940      Increase of     5,787  
  

 

 

    

 

 

Note:    The number of employees represents the total number of regular employees who work full-time.

ii) Non-consolidated

 

Number of Employees

     18,451  

Change from the End of Fiscal 2017

     Increase of   1,988  

Average Age

     41.6  

Average Years of Service

     17.9  

Note:    The number of employees represents the total number of regular employees who work full-time.

 

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2. Shares (as of March 31, 2018)

 

(1) Total Number of Shares Authorized to Be Issued:

     600,000,000      

(2) Total Number of Shares Issued:

     377,618,580    

(Of which, Number of Treasury Shares:

     9,910,822)   

(3) Number of Shareholders:

     59,753    

(4) Major Shareholders (Top 10 Largest Shareholders)

     

 

Name

   Number of Shares Owned
(Shares in thousands)
     Share Ownership Ratio
(%)
 

The Master Trust Bank of Japan, Ltd. (Trust Account)

     48,054        13.07  

Japan Trustee Services Bank, Ltd. (Trust Account)

     26,538        7.22  

State Street Bank and Trust Company

     16,466        4.48  

The Bank of Kyoto, Ltd.

     14,436        3.93  

Kazuo Inamori

     10,212        2.78  

Inamori Foundation

     9,360        2.55  

KI Enterprise Co., Ltd.

     7,099        1.93  

Japan Trustee Services Bank, Ltd. (Trust Account 5)

     6,273        1.71  

State Street Bank West Client – Treaty 505234.

     6,147        1.67  

Trust & Custody Services Bank, Ltd. (Stock Investment Trust Account)

     5,877        1.60  

Note:    Share ownership ratios are calculated after deduction of the treasury shares.

 

 

LOGO

 

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3. Directors and Audit & Supervisory Board Members

(1) List of Directors and Audit & Supervisory Board Members (as of March 31, 2018)

 

Position

   Name   

Area of Responsibility and
Important Concurrent Post

Chairman of the Board and Representative Director

   Goro Yamaguchi     

President and Representative Director

   Hideo Tanimoto    President and Executive Officer

Director

   Ken Ishii   

Senior Managing Executive Officer

General Manager of Corporate Industrial Tool Group

Director

   Hiroshi Fure   

Senior Managing Executive Officer

General Manager of Corporate Organic Materials Semiconductor Components Group

Director

   Yoji Date   

Senior Managing Executive Officer

General Manager of Corporate Electronic Components Group

Director

   Keiji Itsukushima   

Managing Executive Officer

General Manager of Corporate Communication Equipment Group

Director

   Norihiko Ina   

Managing Executive Officer

President and Representative Director of Kyocera Document Solutions Inc.

Director

   Koichi Kano   

Managing Executive Officer

General Manager of Corporate Development Group

Director

   Shoichi Aoki   

Managing Executive Officer

General Manager of Corporate Financial and Accounting Group

Director

   Takashi Sato   

Managing Executive Officer

General Manager of Corporate General Affairs Human Resources Group

Director

   John Sarvis   

Chairman of the Board and President, Chief Executive Officer and Director of AVX Corporation

Director

   Robert Whisler   

President and Director of Kyocera International Inc.

Director

   Tadashi Onodera   

Chairman of the Board and Director of KDDI Corporation

Director

   Hiroto Mizobata   

Representative of Mizobata Certified Public Accountant Office

 

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Position

   Name   

Area of Responsibility and
Important Concurrent Post

Director

   Atsushi Aoyama   

Professor of Graduate School of Technology Management, Ritsumeikan University

Full-time Audit & Supervisory Board Member

   Itsuki Harada     

Audit & Supervisory Board Member

   Osamu Nishieda    Attorney-at-law

Audit & Supervisory Board Member

   Hitoshi Sakata    Partner Attorney-at-law of Oike Law Office

Audit & Supervisory Board Member

   Masaaki Akiyama    Certified Public Accountant

Notes:

 

1. Important Concurrent Posts Undertaken by Directors and Audit & Supervisory Board Members in fiscal 2018.

 

  (1) Messrs. Goro Yamaguchi, Chairman of the Board and Representative Director, Hideo Tanimoto, President and Representative Director, Hiroshi Fure, Director, Koichi Kano, Director, and Shoichi Aoki, Director, serve as Directors of AVX Corporation.

 

  (2) Mr. Goro Yamaguchi, Chairman of the Board and Representative Director, serves as an Outside Director of KDDI Corporation.

 

  (3) Mr. Tadashi Onodera, Director, serves as a Director of Okinawa Cellular Telephone Company and an Outside Director of Daiwa Securities Group Inc.

 

  (4) Mr. Hiroto Mizobata, Director, serves as an Outside Director (the Audit Committee) of Yamaki Co., Ltd. and of ES-CON JAPAN Ltd.

 

  (5) Mr. Hitoshi Sakata, Audit & Supervisory Board Member, serves as an Outside Director of the Nippon Shinyaku Co. Ltd.

 

  (6) Mr. Masaaki Akiyama, Audit & Supervisory Board Member, serves as an Outside Audit & Supervisory Board Member of Joyful Honda Co., Ltd. and a Supervisory Officer of the United Urban Investment Corporation.

 

2. Important Concurrent Posts Undertaken by Outside Directors and Audit & Supervisory Board Members, and their Relations with Kyocera Corporation

 

  (1) Kyocera Corporation engages in transactions relating to sale of mobile phones, etc. with KDDI Corporation and Okinawa Cellular Telephone Company where Mr. Tadashi Onodera, Director, serves as Chairman of the Board and Director respectively. And there is no special interest between Kyocera Corporation and Daiwa Securities Group Inc. where he serves as an Outside Director.

 

  (2) There is no special interest between Kyocera Corporation and Mizobata Certified Public Accountant Office where Mr. Hiroto Mizobata, Director, serves as a Representative. And also there is no special interest between Kyocera Corporation and, Yamaki Co., Ltd. and ES-CON JAPAN Ltd. where he serves as an Outside Director (the Audit Committee).

 

  (3) Kyocera Corporation engages in transactions (less than ¥100 thousand) relating to sale of ceramic components with Ritsumeikan University where Mr. Atsushi Aoyama, Director, serves as a Professor of Graduate School, but there is no transaction with department of Technology Management where he serves as a Professor.

 

  (4) There is no special interest between Kyocera Corporation and Oike Law Office where Mr. Hitoshi Sakata, Audit & Supervisory Board Member, serves as a Partner Attorney-at-law. And also there is no special interest between Kyocera Corporation and Nippon Sinyaku Co., Ltd. where he serves as an Outside Director.

 

  (5)

There is no special interest between Kyocera Corporation and Joyful Honda Co., Ltd. where Mr. Masaaki Akiyama, Audit & Supervisory Board Member, serves as an Outside Audit &

 

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  Supervisory Board Member. And also there is no special interest between Kyocera Corporation and United Urban Investment Corporation where he serves as a Supervisory Officer.

 

3. Messrs. Tadashi Onodera, Hiroto Mizobata and Atsushi Aoyama are Outside Directors and Messrs. Hitoshi Sakata and Masaaki Akiyama are Outside Audit & Supervisory Board Members.

 

4. Mr. Itsuki Harada has abundant experience in the accounting division and exceptional insight about financial and accounting affairs.

 

5. Mr. Masaaki Akiyama has qualifications as a Certified Public Accountant and exceptional insight about financial and accounting affairs.

 

6. Kyocera Corporation has designated Messrs. Hiroto Mizobata and Atsushi Aoyama as Independent Directors and Messrs. Hitoshi Sakata and Masaaki Akiyama as Independent Audit & Supervisory Board Members as provided for in the rules of the Tokyo Stock Exchange.

 

7. “Area of Responsibility and Important Concurrent Post” of Directors have been changed as of April 1, 2018, as follows.

 

Position

   Name   

Area of Responsibility and

Important Concurrent Post

Director

   Shoichi Aoki   

Managing Executive Officer
General Manager of Corporate Management Control Group

Director

   Tadashi Onodera   

Director and Advisor of KDDI Corporation

(2) Directors Retired During Fiscal 2018

Directors retired during fiscal 2018 are as follows:

 

Position

as of Retirement

 

Name

 

Area of Responsibility and Important
Concurrent post as of Retirement

 

Reason for
Retirement

 

Retirement
Date

Director and Advisor

  Tetsuo Kuba       Expiration of term of office   June 27, 2017

Director

  Tatsumi Maeda  

In charge of Engineering

  Expiration of term of office   June 27, 2017

Director

  Takashi Kuki  

Vice Chairman of the Board and Director of Kyocera Document Solutions Inc.

  Expiration of term of office   June 27, 2017

Director

  Yoshihito Ohta  

Advisor of Kyocera Communication Systems Co., Ltd.

  Expiration of term of office   June 27, 2017

(3) Remuneration to Directors and Audit & Supervisory Board Members for Fiscal 2018

 

     Number of Persons
Qualified to Receive
Remuneration
    Amount of
Remuneration
(Yen in millions)
 

Directors

     17       352  

(Outside Directors of 17 Directors above)

     (3     (36

Audit & Supervisory Board Members

     4       54  

(Outside Audit & Supervisory Board Members of 4 Audit & Supervisory Members above)

     (2     (20
  

 

 

   

 

 

 

Total

     21       406  
  

 

 

   

 

 

 

 

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Notes:

 

1. The amount of remuneration to Directors does not include salaries for services as employees or Executive Officers for those Directors who serve as such.

 

2. As of the end of fiscal 2018, there were 15 Directors and 4 Audit & Supervisory Board Members, with 3 of the former being Outside Directors and 2 of the latter being Outside Audit & Supervisory Board Members.

 

3. Remuneration to Directors and Audit & Supervisory Board Members was determined by the resolution adopted at the 55th Ordinary General Meeting of Shareholders, which was held on June 25, 2009, as follows:

 

   [Aggregate Amount of Remuneration to Directors]

 

Basic Remuneration:

   No more than ¥400 million per year (not including salaries for services as employees or Executive Officers for those Directors who serve as such).

Bonuses to Directors:

   No more than 0.2% of the Consolidated Net Income of Kyocera Corporation* for the relevant fiscal year, provided that such amount shall not exceed ¥300 million per year.

 

  * Pursuant to a change in U.S. accounting standards, this has been revised to “Net Income Attributable to Kyocera Corporation’s shareholders”.

 

   [Aggregate Amount of Remuneration to Audit & Supervisory Board Members]

 

Basic Remuneration:

   No more than ¥100 million per year.

(4) Outside Directors and Audit & Supervisory Board Members

(i) Activities of Outside Directors and Audit & Supervisory Board Members During Fiscal 2018

 

  (a) Mr. Tadashi Onodera, Outside Director, attended all of the 12 meetings of the Board of Directors which were held during fiscal 2018 and expressed his views based on his abundant knowledge and experience as a corporate executive.

 

  (b) Mr. Hiroto Mizobata, Outside Director, attended all of the 12 meetings of the Board of Directors which were held during fiscal 2018 and expressed his views based on his abundant knowledge and experience as a Certified Public Accountant.

 

  (c) Mr. Atsushi Aoyama, Outside Director, attended all of the 12 meetings of the Board of Directors which were held during fiscal 2018 and expressed his views based on his abundant knowledge and experience as a professor of Graduate School.

 

  (d) Mr. Hitoshi Sakata, Outside Audit & Supervisory Board Member, attended all of the 12 meetings of the Board of Directors and all of the 9 meetings of the Audit & Supervisory Board which were held during fiscal 2018 and expressed his views based on his abundant knowledge and experience as an attorney-at-law.

 

  (e) Mr. Masaaki Akiyama, Outside Audit & Supervisory Board Member, attended all of the 12 meetings of the Board of Directors and all of the 9 meetings of the Audit & Supervisory Board which were held during fiscal 2018 and expressed his views based on his abundant knowledge and experience as a Certified Public Accountant.

(ii) Summary of Agreements Regarding the Limitation of Liability

Kyocera Corporation has entered into an agreement with Outside Directors and Outside Audit & Supervisory Board Members regarding the limitation of their liability for damages caused by negligence in the performance of their duties, in accordance with paragraph 1 of Article 427 of the Companies Act and Article 28 and 36 of the Articles of Incorporation of the Company. The amount of liability to which they are subject, as set under such agreements, is limited to the minimum amount of liability provided under applicable laws and regulations.

 

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4. Accounting Auditor

 

(1) Name of Accounting Auditor:             PricewaterhouseCoopers Kyoto

 

(2) Remuneration and Other Amounts Payable to Accounting Auditor

 

Remuneration and Other Amounts Payable by Kyocera Corporation to the Accounting Auditor for the Services for Fiscal 2018

   ¥ 304 million  

Total Amount of Cash and Other Financial Benefits Payable by Kyocera Group to the Accounting Auditor for the Services for Fiscal 2018

   ¥ 506 million  

Notes:

 

1. The overseas subsidiaries of Kyocera Corporation are audited by auditing firms other than that used by Kyocera Corporation as its Accounting Auditor.

 

2. In the audit agreement between Kyocera Corporation and the Accounting Auditor, remuneration is determined without separately indicating amounts payable for auditing under the Companies Act and for auditing under the Financial Instruments and Exchange Law. Accordingly, ¥304 million represents the aggregate remuneration for both of these auditing services.

 

3. Audit & Supervisory Board agrees to the fee of Accounting Auditor based on Paragraph 1 of Article 399 of the Companies Act through following measures.

Audit & Supervisory Board obtains the necessary materials from Directors, relevant internal company divisions and Accounting Auditor and receives the reports. And Audit & Supervisory Board confirms audit content, hours and details and trend of its fee in previous fiscal year, and considers estimates of audit fee in the fiscal year.

 

(3) Non-Audit-related Service

Kyocera Group paid consideration to PricewaterhouseCoopers Kyoto for the advisory service relating to an introduction of International Financial Reporting Standards and the advisory service relating to financial report as the service (non-audit-related) except services provided in Paragraph 1 of Article 2 of the Certified Public Accountants Act of Japan.

 

(4) Policy Regarding Decision to Terminate or Not to Reappoint Accounting Auditor

In the event that the Audit & Supervisory Board determines that the Accounting Auditor is subject to any of the events provided in Paragraph 1 of Article 340 of the Companies Act, the Audit & Supervisory Board is authorized to terminate the office of such Accounting Auditor, based on the Regulations of the Audit & Supervisory Board. Should anything occur to negatively impact the qualifications or independence of the Accounting Auditor, making it unlikely that such Accounting Auditor will be able to properly perform an audit, the Audit & Supervisory Board shall determine the resolution to be proposed to the General Meeting of Shareholders to terminate or not to reappoint such Accounting Auditor.

 

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5. System and Policy

Kyocera Corporation has adopted through its Board of Directors Meeting the “Kyocera Group Basic Policy for Corporate Governance and Internal Control” as follows:

Kyocera Group

Basic Policy for Corporate Governance and Internal Control

Kyocera Group has made “Respect the Divine and Love People” its corporate motto and “To provide opportunities for the material and intellectual growth of all our employees, and through our joint efforts, contribute to the advancement of society and humankind.” its management rationale.

Kyocera Group always strives to maintain equity and fairness, and faces all situations with courage and conscience, and it intends to realize transparent systems for corporate governance and internal control.

Under such corporate motto and management rationale, the Board of Directors is implementing a basic policy for corporate governance and internal control as described below.

This statement of basic policy sets forth such basic policy in accordance with Paragraph 5 and item 6 of Paragraph 4 of Article 362 of the Corporation Act, and Paragraphs 1 and 3 of Article 100 of the Execution Rules of the Corporation Act, which require establishment of a system to ensure that conduct of business by the Directors will be in compliance with all applicable laws and regulations and the Articles of Incorporation and to ensure proper conduct of business by Kyocera Corporation (the “Company”) and Kyocera Group, as a whole.

 

I.    Corporate Governance

1.    Basic Policy for Corporate Governance

The Board of Directors of the Company defines the corporate governance of Kyocera Group to mean “structures to ensure that Directors conducting the business manage the corporations in a fair and correct manner”.

The purpose of corporate governance is to maintain soundness and transparency of management and to achieve fair and efficient corporate management, through which the management rationale of Kyocera Group can be realized.

The Board of Directors shall inculcate the “Kyocera Philosophy”, which is the basis of the management policy of Kyocera Group, into all Directors and employees working in Kyocera Group, and establish a sound corporate culture. The Board of Directors shall establish proper corporate governance through exercise of the Kyocera Philosophy (Note).

 

Note: The “Kyocera Philosophy” is a corporate philosophy and life philosophy created through integration of the thoughts of the founder of the Company regarding management and life. The “Kyocera Philosophy” incorporates a wide range of matters relating to basic thoughts on management and methods of undertaking day-to-day work, based on the core criterion of “what is the right thing to do as a human being”.

2.    System for Corporate Governance

The Board of Directors of the Company determines, pursuant to the basic policy described in 1 above, the below-outlined system for corporate governance of the Company, which is the core company within Kyocera

 

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Group, to ensure that the conduct of business by the Directors is in compliance with all applicable laws and regulations and the Articles of Incorporation. The Board of Directors will constantly seek the ideal system for corporate governance and always evolve and develop its existing corporate governance system.

(1)  Organs of Corporate Governance

The Board of Directors shall establish a corporate structure in which the Audit & Supervisory Board Members and the Audit & Supervisory Board will serve as organs of corporate governance pursuant to the provisions of the Articles of Incorporation, as approved by the General Meeting of Shareholders of the Company. Directors of the Company shall strictly observe the following, to ensure effective audit by the Audit & Supervisory Board Members and the Audit & Supervisory Board:

 

  (i) Matters relating to employees to facilitate the tasks of Audit & Supervisory Board Members (including matters relating to the independence of such employees from the Directors and matters to ensure the effectiveness of instructions from the Audit & Supervisory Board Members to such employees)

Representative Directors shall establish offices for the Audit & Supervisory Board Members upon their request, and shall cause certain employees, nominated through prior discussion with the Audit & Supervisory Board Members, to work in such offices to assist in the tasks of the Audit & Supervisory Board Members and the Audit & Supervisory Board. Such employees, while still subject to the work rules of the Company, shall be under the instruction and supervision of each of the Audit & Supervisory Board Members, and transfer, treatment (including evaluation) and disciplinary action relating to them shall be made only following discussion with the Audit & Supervisory Board Members.

 

  (ii) System for reporting to the Audit & Supervisory Board Members by Directors and employees and other related parties (including the system to ensure that the reporting party shall not be treated adversely due to such report)

In the event that any Director becomes aware of any matter that breaches or may breach any law or regulation or the Articles of Incorporation, or in the event that any Director becomes aware of any matter that may cause substantial damage to Kyocera Group, he or she shall immediately report thereon to the Audit & Supervisory Board. In addition, in the event that any of the Audit & Supervisory Board Members or the Audit & Supervisory Board requests a report from any Director pursuant to the Regulations of the Audit & Supervisory Board, such Director shall comply with such request.

Representative Directors shall cause the internal audit department to report regularly the status of the internal audit to the Audit & Supervisory Board Members. In addition, upon request from the Audit & Supervisory Board Members, Representative Directors shall cause any specified department(s) to report the status of their conduct of business directly to the Audit & Supervisory Board Members. Representative Directors shall also maintain a “system for internal complaint reporting to the Audit & Supervisory Board”, established by the Audit & Supervisory Board, under which all related parties including Directors, employees, suppliers and customers of Kyocera Group may submit complaints directly to the Audit & Supervisory Board.

Representative Directors shall not treat adversely the party who submitted the report to the Audit & Supervisory Board such as transfer or disciplinary action, because of such report.

 

  (iii) Matters relating to the policy for handling of costs and claims which may incur in the course of the execution of the tasks of the Audit & Supervisory Board Members

Representative Directors shall accept request from the Audit & Supervisory Board Members for reimbursement of costs in accordance with the Regulations of the Audit & Supervisory Board and shall make payment thereof accordingly.

 

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  (iv) Other systems to ensure effective audit by the Audit & Supervisory Board Members

In the event that Representative Directors are requested by any of the Audit & Supervisory Board Members to effectuate any of the following matters, as necessary to establish a system to ensure effective audit by the Audit & Supervisory Board Members, Representative Directors shall comply with such request:

 

  a. Attendance at important meetings;

 

  b. Inspection of minutes of important meetings, important approval documents and important agreements, etc.; and

 

  c. Meetings with Representative Directors to exchange opinions regarding management of the Company in general.

(2)  Kyocera Philosophy Education

Representative Directors of the Company shall undertake “Kyocera Philosophy Education” from time to time in order to inculcate the “Kyocera Philosophy” into the Directors (including themselves) and employees of Kyocera Group.

II.    Internal Controls

1.    Policy for Internal Controls

The Board of Directors of the Company defines the Internal Controls of Kyocera Group to mean “systems to be established within the corporate organization to achieve management policy and master plans in a fair manner, in order for the Directors undertaking management of the Company to effectuate management rationale”. The Board of Directors of the Company will establish internal controls through implementation of the “Kyocera Philosophy”.

2.    System for Internal Controls

Under the policy as described in 1 above, the Board of Directors shall cause Representative Directors to establish the systems described below. In addition, the Board of Directors shall constantly evolve and develop such systems, seeking an ideal system of internal controls.

 

(1) Management and maintenance of information relating to conduct of business by Directors

Representative Directors shall establish the “Kyocera Disclosure Committee” as a system for making timely and appropriate disclosure of information and for properly maintaining information relating to the conduct of business by the Directors in accordance with applicable laws and regulations and the Internal Rules of the Company.

 

(2) Internal Rules and Systems relating to management of risk of loss of Kyocera Group, and systems to ensure that conduct of business by all employees of Kyocera Group and Directors of the Company’s subsidiaries is in compliance with applicable laws and regulations and the Articles of Incorporation.

Representative Directors shall create a risk management department in order to establish a risk management system for Kyocera Group. Representative Directors shall also establish systems to undertake necessary actions from time to time.

Representative Directors shall establish “employee consultation corners” as an internal complaint reporting system within Kyocera Group, so that employees who become aware of any matter that breaches or may breach

 

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laws or regulations or the Articles of Incorporation or other internal rules can report thereon. The employee consultation corners will take appropriate action in respect of reports received thereby, which shall be treated in accordance with the Law for Protection of Reporters in the Public Interest. Besides, Representative Directors shall establish the system to take actions as necessary.

 

(3) Systems to ensure efficient conduct of business by Directors

Representative Directors shall clearly delegate authority and related responsibility by establishing an Executive Officer System to achieve efficient and effective conduct of business. Representative Directors shall cause the Executive Officers to report the status of their conduct of business to the Board of Directors, etc, and, accordingly, a system shall be maintained under which Representative Directors can verify whether business is conducted efficiently.

 

(4) Other System to ensure appropriate conduct of business at Kyocera Group

In addition to the matters described in (1) through (3) above, as a system to ensure the appropriate conduct of business at Kyocera Group and for efficient operation of Kyocera Group, Representative Directors shall establish the Kyocera Group Management Committee. Such Committee shall discuss important matters relating to Kyocera Group and receive reports relating thereto. Representative Directors shall also establish departments to support appropriate and efficient execution of business of each of the companies in Kyocera Group, and an internal audit department in order to conduct audits regularly to evaluate the appropriateness of conduct of business at Kyocera Group.

The current status of the preparedness of systems relating to internal control is as follows:

 

(i) The “Kyocera Code of Conduct” was established in June 2000.

 

(ii) The “Risk Management Division” was established in September 2000 in order to create a thorough system to ensure compliance with laws and regulations and internal rules.

 

(iii) The “Kyocera Management Committee”, which was renamed the “Kyocera Group Management Committee” in August 2002, was established in January 2001.

 

(iv) The “Kyocera Disclosure Committee” was established in April 2003.

 

(v) The “Employee Consultation Corners” was established in April 2003 as a function of the whistleblower reporting system.

 

(vi) The Executive Officer System was introduced in June 2003 to improve management efficiency.

 

(vii) The “Global Audit Division,” which was reorganized by the merger of “Risk Management Division” and renamed the “Corporate Global Audit Division” later in April 2010, was established in May 2005 to undertake internal audits, and it regularly conducts audits of Kyocera Group businesses, and reports the results of such audits to the Directors and Audit & Supervisory Board Members of Kyocera Corporation.

 

(viii) “Kyocera Group Philosophy Committee” was established in May 2013.

 

(ix) The functions of risk management were transferred from the Corporate Global Audit Division to the Corporate General Affairs Group (currently Corporate General Affairs Human Resources Group). The “Risk Management Department” was established within the Group in January 2014 in order to restructure the risk management system.

 

(x) “Kyocera Group Basic Policy for Risk Management” was established in June 2016.

 

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Table of Contents

(Outline of Operational Status of Corporate Governance and Internal Controls)

Corporate Governance and Internal Controls of the Company operate appropriately as mentioned below.

 

  Audit & Supervisory Board was held 9 times in fiscal 2018. Audit was conducted premeditatedly based on Audit policy and plan resolved in July 2017. In addition, Audit & Supervisory Board Members talk regularly with Representative Directors about whole management. Independence of employees who support accomplishing Audit & Supervisory Board Members’ duties is maintained according to basic policy. Annual plan of expenses of Audit & Supervisory Members are capitalized according to audit plan based on the Regulations of the Audit & Supervisory Board.

 

  The Corporate Global Audit Division, charged in internal audit, reported audit result 12 times to Audit & Supervisory Board Members in fiscal 2018. Report to Audit & Supervisory Board Members was carried out appropriately, because information needed by Audit & Supervisory Board Members is offered according to request of report about business execution from Audit & Supervisory Board Members.

 

  By “Kyocera whistleblower system” the personal information of reporter is handled as a secret matter and disadvantageous treatment to persons who made report is not considered.

 

  The “Kyocera Disclosure Committee”, held 5 times in fiscal 2018, disclosed information timely and appropriately and evaluation results are reported by chairperson of this committee to Representative Directors. Information relating to the exercise of Director’s office, for example minutes of Board of Directors, minutes of Kyocera Group Management committee and Ringi approval, are preserved appropriately in compliance with applicable laws and internal regulations.

 

  Board of Directors, held 12 times in fiscal 2018, has 15 Directors including 3 Outside Directors. Board of Directors made decision of important matters at Kyocera Group and controlled the business execution. In addition, business is more effectively and appropriately executed because of Executive Officer System.

 

  “Kyocera Group Management Committee”, held 23 times in fiscal 2018, evaluated important matters at Kyocera Group or received the report. In addition, indirect department supported each affiliated company to work appropriately and effectively.

 

  “Kyocera Group Philosophy Committee” was held 2 times in fiscal 2018. This committee established the policy of Philosophy Education and work on Philosophy inculcation activity focused on work floor in Japan and work on Philosophy education depending on each local situation and business condition in overseas.

 

  Risk Management Department makes a report system that serious matter occurred in Kyocera Group is reported to Representative Directors. In addition, according to “Kyocera Group Basic Policy for Risk Management” which was established in June 2016, the system for risk management was maintained and the risk management education was carried out for the person in charge.

 

  In Kyocera Corporation and each Kyocera Group Company the Employee Counseling Office was established. It deals with matters reported properly.

 

  Compliance Audit is practiced by Corporate Global Audit Division. In addition, compliance education about antitrust laws and etc. is also practiced by appropriate division.

 

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Table of Contents

Consolidated Balance Sheets

 

     (Yen in millions)  
     March 31,     Increase
(Decrease)
 
     2017     2018    

Current assets:

      

Cash and cash equivalents

   ¥ 376,195     ¥ 424,938     ¥ 48,743  

Short-term investments in debt securities

     84,703       38,023       (46,680

Other short-term investments

     212,668       158,779       (53,889

Trade notes receivables

     28,370       26,072       (2,298

Trade accounts receivables

     291,485       331,570       40,085  *1 

Less allowances for doubtful accounts and sales returns

     (5,593     (5,490     103  

Inventories

     331,155       364,875       33,720  

Other current assets

     119,714       137,849       18,135  
  

 

 

   

 

 

   

 

 

 

Total current assets

     1,438,697       1,476,616       37,919  
  

 

 

   

 

 

   

 

 

 

Non-current assets:

      

Investments and advances:

      

Long-term investments in debt and equity securities

     1,130,756       1,050,537       (80,219

Other long-term investments

     22,246       25,858       3,612  
  

 

 

   

 

 

   

 

 

 

Total investments and advances

     1,153,002       1,076,395       (76,607
  

 

 

   

 

 

   

 

 

 

Property, plant and equipment:

      

Land

     59,963       62,141       2,178  

Buildings

     351,431       363,714       12,283  

Machinery and equipment

     841,973       880,918       38,945  

Construction in progress

     14,097       23,996       9,899  

Less accumulated depreciation

     (1,000,860     (1,029,845     (28,985
  

 

 

   

 

 

   

 

 

 

Total property, plant and equipment

     266,604       300,924       34,320  
  

 

 

   

 

 

   

 

 

 

Goodwill

     110,470       144,268       33,798  *2 

Intangible assets

     61,235       80,186       18,951  *2 

Other assets

     80,462       78,688       (1,774
  

 

 

   

 

 

   

 

 

 

Total non-current assets

     1,671,773       1,680,461       8,688  
  

 

 

   

 

 

   

 

 

 

Total assets

   ¥ 3,110,470     ¥ 3,157,077     ¥ 46,607  
  

 

 

   

 

 

   

 

 

 

Remarks:

 

*1 Trade accounts receivables increased due mainly to a contribution of subsidiaries which joined Kyocera Group newly and an increase in sales for the three months ended March, 2018 compared with the three months ended March, 2017.

 

*2 Goodwill and Intangible assets increased due mainly to merger and acquisition activities for the year ended March 31, 2018.

 

Note: The consolidated balance sheets and the consolidated statements of income for the year ended March 31, 2017, indications of increase (decrease) of amounts and remarks are presented solely for reference.

 

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Table of Contents
     (Yen in millions)  
     March 31,     Increase
(Decrease)
 
     2017     2018    

Current liabilities:

      

Short-term borrowings

   ¥ 191     ¥ 145     ¥ (46

Current portion of long-term debt

     8,235       9,293       1,058  

Trade notes and accounts payable

     129,460       149,734       20,274  

Other notes and accounts payable

     60,881       66,970       6,089  

Accrued payroll and bonus

     62,868       68,664       5,796  

Accrued income taxes

     15,707       19,436       3,729  

Other accrued liabilities

     51,062       50,727       (335

Other current liabilities

     36,257       55,017         18,760  
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     364,661       419,986       55,325  
  

 

 

   

 

 

   

 

 

 

Non-current liabilities:

      

Long-term debt

     16,409       20,237       3,828  

Accrued pension and severance liabilities

     31,720       28,723       (2,997

Deferred income taxes

     258,859       223,530       (35,329

Other non-current liabilities

     19,912       40,095       20,183  
  

 

 

   

 

 

   

 

 

 

Total non-current liabilities

     326,900       312,585       (14,315
  

 

 

   

 

 

   

 

 

 

Total liabilities

     691,561       732,571       41,010  
  

 

 

   

 

 

   

 

 

 

Kyocera Corporation’s shareholders’ equity:

      

Common stock

     115,703       115,703        

Additional paid-in capital

     165,230       165,125       (105

Retained earnings

     1,638,116        1,675,780       37,664  *1 

Accumulated other comprehensive income

     447,479       411,980       (35,499

Common stock in treasury, at cost

     (32,309     (32,342     (33
  

 

 

   

 

 

   

 

 

 

Total Kyocera Corporation’s shareholders’ equity

     2,334,219       2,336,246       2,027  
  

 

 

   

 

 

   

 

 

 

Noncontrolling interests

     84,690       88,260       3,570  
  

 

 

   

 

 

   

 

 

 

Total equity

     2,418,909       2,424,506       5,597  
  

 

 

   

 

 

   

 

 

 

Total liabilities and equity

   ¥ 3,110,470     ¥ 3,157,077     ¥ 46,607  
  

 

 

   

 

 

   

 

 

 

Remark:

 

*1 Retained earnings in fiscal 2018 increased compared with fiscal 2017 due mainly to the recording of Net income in fiscal 2018.

 

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Table of Contents

Consolidated Statements of Income

 

     (Yen in millions)  
     Years ended March 31,     Increase
(Decrease)
 
     2017     2018    

Net sales

   ¥ 1,422,754     ¥ 1,577,039     ¥ 154,285  

Cost of sales

     1,049,472        1,200,911       151,439  *1 
  

 

 

   

 

 

   

 

 

 

Gross profit

     373,282       376,128       2,846  

Selling, general and administrative expenses

     268,740       280,553       11,813  
  

 

 

   

 

 

   

 

 

 

Profit from operations

     104,542       95,575       (8,967 )  

Other income (expenses):

      

Interest and dividend income

     32,364       40,498       8,134  

Interest expense

     (901     (1,395 )       (494 )  

Foreign currency transaction gains (losses), net

     1,278       (827 )       (2,105 )  

Gains on sales of securities, net

     193       1,629       1,436  

Other, net

     373       (3,614 )       (3,987 )  
  

 

 

   

 

 

   

 

 

 

Total other income (expenses)

     33,307       36,291       2,984  
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     137,849       131,866       (5,983 )  

Income taxes

     28,442       46,881       18,439  *2 
  

 

 

   

 

 

   

 

 

 

Net income

     109,407       84,985       (24,422 )  

Net income attributable to noncontrolling interests

     (5,564     (3,196 )       2,368  
  

 

 

   

 

 

   

 

 

 

Net income attributable to Kyocera Corporation’s shareholders

   ¥ 103,843     ¥ 81,789     ¥ (22,054
  

 

 

   

 

 

   

 

 

 

Remarks:

 

*1 Cost of sales in fiscal 2018 increased compared with fiscal 2017 due to a write-down in the amount of ¥50,165 million relating to polysilicon materials in the solar energy business, in addition to an increase in sales.

 

*2 Income taxes in fiscal 2018 increased compared with fiscal 2017 due mainly to the one-time tax expenses at U.S. subsidiaries resulting from amendments to U.S. tax law.

 

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Consolidated Statement of Changes in Equity (April 1, 2017 to March 31, 2018)

 

    (Yen in millions and shares in thousands)  

(Number of shares outstanding)

  Common
Stock
    Additional
Paid-in
Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income
    Treasury
Stock
    Kyocera
Corporation’s
Shareholders’
Equity
    Noncontrolling
Interests
    Total
Equity
 
                                                 

Balance, March 31, 2017 (367,712)

  ¥ 115,703     ¥ 165,230     ¥ 1,638,116     ¥ 447,479     ¥ (32,309   ¥ 2,334,219     ¥ 84,690     ¥ 2,418,909  

Comprehensive income:

               

Net income

        81,789           81,789       3,196       84,985  

Change in net unrealized losses on securities

          (40,091       (40,091     4       (40,087

Change in net unrealized gains on derivative financial instruments

          42         42       (15     27  

Change in pension liability adjustments

          6,090         6,090       338       6,428  

Change in foreign currency translation adjustments

          (1,578       (1,578     (1,125     (2,703
           

 

 

   

 

 

   

 

 

 

Total comprehensive income

              46,252       2,398       48,650  
           

 

 

   

 

 

   

 

 

 

Cash dividends paid to Kyocera Corporation’s shareholders

        (44,125         (44,125       (44,125

Cash dividends paid to noncotrolling interests

                (4,182     (4,182

Purchase of treasury stock (4)

            (33     (33       (33

Reissuance of treasury stock (0)

      1           0       1         1  

Stock option plan of subsidiaries

      273             273       104       377  

Other

      (379       38         (341     5,250       4,909  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2018 (367,708)

  ¥ 115,703     ¥ 165,125     ¥ 1,675,780     ¥ 411,980     ¥ (32,342   ¥ 2,336,246     ¥ 88,260     ¥ 2,424,506  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated Statements of Cash Flows (For Reference Only)

 

     (Yen in millions)  
     Years ended March 31,  
           2017                 2018        

Cash flow from operating activities

   ¥ 164,231     ¥ 158,953  

Cash flow from investing activities

     (112,089     (53,128

Cash flow from financing activities

     (47,972     (51,620

Effect of exchange rate changes on cash and cash equivalents

     (1,995     (5,462

Net increase in cash and cash equivalents

     2,175       48,743  

Cash and cash equivalents at the beginning of year

     374,020       376,195  

Cash and cash equivalents at the end of year

   ¥ 376,195     ¥ 424,938  

 

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Table of Contents

Balance Sheets

 

     (Yen in millions)  
     March 31,  
     2017     2018  

Current assets:

    

Cash and bank deposits

   ¥ 245,475     ¥ 298,908  

Trade notes receivable

     10,016       5,301  

Electronically recorded monetary claims

     6,189       8,545  

Trade accounts receivable

     177,234       191,183  

Short-term investments in debt securities

     83,582       36,900  

Finished goods and merchandise

     40,900       56,311  

Work in process

     42,195       51,081  

Raw materials and supplies

     57,233       71,350  

Prepaid expenses

     397       689  

Deferred income taxes

     19,733       33,018  

Other

     80,056       94,812  

Allowances for doubtful accounts

     (198     (213
  

 

 

   

 

 

 

Total current assets

     762,812       847,885  
  

 

 

   

 

 

 

Non-current assets:

    

Tangible fixed assets:

    

Buildings

     35,334       37,432  

Structures

     1,968       2,058  

Machinery and equipment

     37,774       49,449  

Vehicles

     34       40  

Tools, furniture and fixtures

     18,924       20,475  

Land

     39,784       43,308  

Leased assets

     1,054       889  

Construction in progress

     3,272       8,611  
  

 

 

   

 

 

 

Total tangible fixed assets

     138,144       162,262  
  

 

 

   

 

 

 

Intangible assets:

    

Software

     1,176       882  

Leased assets

     10       5  

Goodwill

     5,832       4,859  

Industrial property rights

     4,155       3,593  

Customer relationships

     804       752  

Non-patented technology

     325       272  

Other

     30       69  
  

 

 

   

 

 

 

Total intangible assets

     12,332       10,432  
  

 

 

   

 

 

 

Investments and other assets:

    

Long-term investments in debt and equity securities

     1,144,607       1,069,691  

Investments in equity securities of subsidiaries and affiliates

     264,574       221,552  

Investments in capital of subsidiaries and affiliates other than equity securities

     59,887       60,536  

Long-term loans

     36,409       51,483  

Other

     17,472       17,546  

Allowances for doubtful accounts

     (349     (18,965
  

 

 

   

 

 

 

Total investments and other assets

     1,522,600       1,401,843  
  

 

 

   

 

 

 

Total non-current assets

     1,673,076       1,574,537  
  

 

 

   

 

 

 

Total assets

   ¥ 2,435,888     ¥ 2,422,422  
  

 

 

   

 

 

 

 

Note: The balance sheets and statements of income for the year ended March 31, 2017 are presented solely for reference.

 

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Table of Contents
     (Yen in millions)  
     March 31,  
     2017     2018  

Current liabilities:

    

Electronically recorded obligation

   ¥ 11,266     ¥ 23,944  

Trade accounts payable

     68,433       63,137  

Short-term borrowing

     57,350       27,373  

Lease obligations

     289       271  

Other payables

     41,725       50,114  

Accrued expenses

     17,628       20,940  

Income taxes payables

     4,215       4,820  

Advance received

     165       847  

Deposits received

     5,391       6,718  

Accrued bonuses

     16,929       19,646  

Accrued bonuses for directors

     209       164  

Product warranty reserves

     799       975  

Allowances for sales returns

     304       349  

Allowances for loss on purchase agreements

           18,340  

Other

     1,933       603  
  

 

 

   

 

 

 

Total current liabilities

     226,636       238,241  
  

 

 

   

 

 

 

Non-current liabilities:

    

Lease obligations

     871       723  

Deferred income taxes

     277,253       246,669  

Product warranty reserves

     1,511       1,604  

Allowances for loss on purchase agreements

           12,545  

Other

     6,673       5,539  
  

 

 

   

 

 

 

Total non-current liabilities

     286,308       267,080  
  

 

 

   

 

 

 

Total liabilities

     512,944       505,321  
  

 

 

   

 

 

 

Net assets:

    

Shareholders’ equity:

    

Common stock

     115,703       115,703  

Capital surplus:

    

Additional paid-in capital

     192,555       192,555  

Other capital surplus

           1  
  

 

 

   

 

 

 

Total capital surplus

     192,555       192,556  

Retained earnings:

    

Legal reserves

     17,207       17,207  

Other retained earnings:

     941,481       975,891  

Reserve for special depreciation

     1,053       751  

General reserve

     855,137       895,137  

Unappropriated retained earnings

     85,291       80,003  
  

 

 

   

 

 

 

Total retained earnings

     958,688       993,098  

Common stock in treasury, at cost

     (32,309     (32,342
  

 

 

   

 

 

 

Total shareholders’ equity

     1,234,637       1,269,015  

Valuation and translation adjustment

    

Net unrealized gains on other securities

     688,307       648,086  
  

 

 

   

 

 

 

Total net assets

     1,922,944       1,917,101  
  

 

 

   

 

 

 

Total liabilities and net assets

   ¥ 2,435,888     ¥ 2,422,422  
  

 

 

   

 

 

 

 

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Table of Contents

Statements of Income

 

     (Yen in millions)  
     Years ended March 31,  
     2017     2018  

Net sales

   ¥ 662,595     ¥ 742,066  

Cost of sales

       551,700         656,136  
  

 

 

   

 

 

 

Gross profit

     110,895       85,930  

Selling, general and administrative expenses

     86,570       96,635  
  

 

 

   

 

 

 

Profit (loss) from operations

     24,325       (10,705

Non-operating income:

    

Interest and dividend income

     54,980       90,312  

Other

     3,118       5,997  
  

 

 

   

 

 

 

Total non-operating income

     58,098       96,309  

Non-operating expenses:

    

Interest expense

     41       170  

Other

     1,043       2,533  
  

 

 

   

 

 

 

Total non-operating expenses

     1,084       2,703  
  

 

 

   

 

 

 

Recurring profit

     81,339       82,901  

Non-recurring gain:

    

Gain on sale of tangible fixed assets

     116       273  

Gain on sale of long-term investments in debt and equity securities

           1,360  

Gain on extinguishment of tie-in shares

     14,929       37,367  

Other

     1       186  
  

 

 

   

 

 

 

Total non-recurring gain

     15,046       39,186  

Non-recurring loss:

    

Loss on sale and disposal of tangible fixed assets

     435       812  

Loss on impairment of tangible fixed assets

     2,160       324  

Loss on extinguishment of tie-in shares

     1,131       13,331  

Loss on impairment of investments in capital of a subsidiary other than equity securities

     1,233        

Loss on impairment of investments in equity securities of subsidiaries

     277       17,992  

Provision of allowance for doubtful accounts

           18,656  

Other

     29       1,312  
  

 

 

   

 

 

 

Total non-recurring loss

     5,265       52,427  
  

 

 

   

 

 

 

Income before income taxes

     91,120       69,660  

Income taxes – current

     10,246       15,411  

Income taxes – deferred

     (2,850     (24,287
  

 

 

   

 

 

 

Net income

   ¥ 83,724     ¥ 78,536  
  

 

 

   

 

 

 

 

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Statement of Changes in Net Assets (April 1, 2017 to March 31, 2018)

 

                                  (Yen in millions)  
    Shareholders’ equity  
          Capital surplus     Retained earnings  
                                  Other retained earnings  
    Common
stock
    Additional
paid-in
capital
    Other
capital
surplus
    Total
capital
surplus
    Legal
reserves
    Reserve for
special
depreciation
    General
reserve
 

Balance, March 31, 2017

  ¥ 115,703     ¥ 192,555           ¥ 192,555     ¥ 17,207     ¥ 1,053     ¥ 855,137  

Changes in net assets

             

Reversal of reserve for special depreciation

              (302  

General reserve

                40,000  

Dividends

             

Net income

             

Purchase of treasury stock

             

Retirement of treasury stock

        1       1        

Net change in items other than shareholders’ equity

             

Total changes in net assets

                1       1             (302     40,000  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2018

  ¥ 115,703     ¥ 192,555     ¥ 1     ¥ 192,556     ¥ 17,207     ¥ 751     ¥ 895,137  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Shareholders’ equity     Valuation and
translation
adjustment
    Total net
assets
 
    Retained earnings     Common
stock in
treasury, at
cost
    Total
Shareholders’
equity
    Net
unrealized
gains on
other
securities
    Total
valuation
and
translation
adjustment
   
    Other retained
earnings
    Total
retained
earnings
           
    Unappropriated
retained
earnings
             

Balance, March 31, 2017

  ¥ 85,291     ¥ 958,688       ¥(32,309   ¥ 1,234,637     ¥ 688,307     ¥ 688,307     ¥ 1,922,944  

Changes in net assets

             

Reversal of reserve for special depreciation

    302                          

General reserve

    (40,000                        

Dividends

    (44,125     (44,125       (44,125         (44,125

Net income

    78,536       78,536         78,536           78,536  

Purchase of treasury stock

        (33     (33         (33

Retirement of treasury stock

        0       1           1  

Net change in items other than shareholders’ equity

                (40,221     (40,221     (40,221

Total changes in net assets

    (5,288     34,410       (33     34,378       (40,221     (40,221     (5,843
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2018

  ¥ 80,003     ¥ 993,098       ¥(32,342   ¥ 1,269,015     ¥ 648,086     ¥ 648,086     ¥ 1,917,101  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Copy of Audit Report of Accounting Auditors on Consolidated Financial Statements

Independent Auditors’ Report

(English Translation)

 

May 21, 2018

To the Board of Directors of Kyocera Corporation

 

PricewaterhouseCoopers Kyoto
 

 

Yukihiro Matsunaga, CPA [Seal]

Engagement Partner

Keiichiro Kagi, CPA [Seal]

Engagement Partner

Hiroyuki Yano, CPA [Seal]

Engagement Partner

We have audited, pursuant to paragraph 4 of Article 444 of the Companies Act of Japan, the consolidated financial statements, which consist of the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in equity and the notes to the consolidated financial statements, of Kyocera Corporation (hereinafter referred to as the “Company”) for the fiscal year from April 1, 2017 to March 31, 2018.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with accounting principles generally accepted in the United States of America pursuant to the provisions of paragraph 1 of Article 120 that is applied mutatis mutandis in paragraph 3 of Article 120-3 of the Corporate Calculation Rules of Japan. This responsibility includes implementing and maintaining internal controls deemed necessary by management for the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including assessment of the risk of material misstatement in the consolidated financial statements, whether due to fraud or error. In making such risk assessment, the auditor considers the Company’s internal controls relevant to the preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained provides a reasonable basis for our opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of March 31, 2018 and the consolidated results for the

 

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year then ended in conformity with accounting principles generally accepted in the United States of America pursuant to the provisions of paragraph 1 of Article 120 that is applied mutatis mutandis in paragraph 3 of Article 120-3 of the Corporate Calculation Rules of Japan.

Other Matters

We have no interest in or relationship with the Company which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

 

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Copy of Audit Report of Accounting Auditors

Independent Auditors’ Report

(English Translation)

May 21, 2018

To the Board of Directors of Kyocera Corporation

 

PricewaterhouseCoopers Kyoto
 

 

Yukihiro Matsunaga, CPA [Seal]

Engagement Partner

Keiichiro Kagi, CPA [Seal]

Engagement Partner

Hiroyuki Yano, CPA [Seal]

Engagement Partner

We have audited, pursuant to paragraph 2-1 of Article 436 of the Companies Act of Japan, the financial statements, which consist of the balance sheet, the statement of income, the statement of changes in net assets, the notes to the financial statements and the supplementary schedules thereto, of Kyocera Corporation (hereinafter referred to as the “Company”) for its 64th fiscal year from April 1, 2017 to March 31, 2018.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of financial statements and supplementary schedules thereof that give a true and fair view in accordance with accounting principles generally accepted in Japan. This responsibility includes implementing and maintaining internal controls deemed necessary by management for the preparation and fair presentation of financial statements and supplementary schedules thereto that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements and supplementary schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary schedules thereof are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and supplementary schedules thereto. The procedures selected depend on the auditor’s judgment, including assessment of the risk of material misstatement in the financial statements and supplementary schedules thereto, whether due to fraud or error. In making such risk assessment, the auditor considers the Company’s internal controls relevant to the preparation of financial statements and supplementary schedules thereto that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and supplementary schedules thereof.

We believe that the audit evidence we have obtained provides a reasonable basis for our opinion.

Opinion

In our opinion, the financial statements and supplementary schedules thereto present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and the results for the year then ended in conformity with accounting principles generally accepted in Japan.

 

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Other Matters

We have no interest in or relationship with the Company which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

 

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Copy of Audit Report of Audit & Supervisory Board

Audit Report

(English Translation)

The Audit & Supervisory Board (hereinafter referred to as “the Board”), based on audit reports prepared by each Audit & Supervisory Board Member (hereinafter referred to as “Board Member”) related to the execution of duties of Directors during the 64th fiscal year from April 1, 2017 to March 31, 2018, hereby reports its results of audit after deliberations, as the unanimous opinion of all Board Members, as follows:

1. Methods and Details of Audit by Individual Board Members and by the Board

 

(1) The Board established auditing policies, auditing plans and role sharing for the fiscal year and received audit reports from each Board Member on the execution of his auditing activities and the result thereof. In addition, it received reports on the execution of duties from Directors, etc. and from the Accounting Auditors, and, when necessary, requested their explanations regarding such reports.

 

(2) In accordance with the auditing standards for Board Members set by the Board, each Board Member communicated with Directors, the Corporate Global Audit Division of the internal audit department and employees of Kyocera Corporation (hereinafter referred to as the “Company”) and endeavored to gather information and create an improved environment for auditing, according to the auditing policies, auditing plans and role sharing for the fiscal year, and conducted the audit by the following methods.

 

  (i) Board Members attended the meetings of the Board of Directors and other important meetings, received reports from Directors, the Corporate Global Audit Division and employees of the Company on business execution, and, when necessary, requested their explanations regarding those reports. Board Members also inspected documents related to important decisions and examined operations and assets at the Company’s head office, plants and major operational establishments. In addition, Board Members had a meeting with the Chairman of the Board and Representative Director and the President and Representative Director of the Company and exchanged opinions and information on issues, etc. on auditing. With respect to subsidiaries, Board Members not only visited and examined subsidiaries based on the auditing plans, but also received reports on auditing condition of subsidiaries from their Board Members, etc. at the regular meetings with them, and facilitated communications and exchanged information with Directors of them too, and, when necessary, attended important meetings, received reports on business, requested explanations and expressed opinions.

 

  (ii) Board Members received reports on the status of maintenance and operations from Directors, the Corporate Global Audit Division and Board Members of subsidiaries, etc., and, when necessary, requested their explanations and expressed opinions regarding the content of the resolution of the Board of Directors with respect to the development and maintenance of a system to ensure that the execution of duties by Directors as described in the business report shall be in compliance with laws and regulations and with the Company’s Articles of Incorporation and other systems required by paragraphs 1 and 3 of Article 100 of the Ordinance for Enforcement of the Companies Act as being necessary for ensuring the appropriateness of operations of the corporate group consisting of the Company and its consolidated subsidiaries, and the systems (internal control systems) established under such resolution. With respect to the internal control systems regarding financial reporting, Board Members received reports on the evaluation of such internal control systems and the auditing condition from Directors, the Corporate Global Audit Division and from PricewaterhouseCoopers Kyoto, and, when necessary, requested their explanations regarding those reports.

 

  (iii)

Board Members monitored and examined whether the Accounting Auditors maintained their independence and performed their audits in an appropriate manner, and received reports from the Accounting Auditors on the execution of their duties and, when necessary, requested their explanations regarding those reports. Board Members also received notification from the Accounting Auditors that

 

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  they have taken steps to improve the “system for ensuring appropriate execution of their duties” (matters set forth in the items of Article 131 of the Ordinance on Accounting of Companies) in compliance with the “Quality Control Standards Relating to Auditing” (adopted by the Business Accounting Council on October 28, 2005), etc. and, when necessary, requested their explanations regarding such notification.

Based on the foregoing methods, Board Members reviewed the business report and supplementary schedule thereto, the financial statements (balance sheet, statement of income, statement of changes in net assets and notes to financial statements) and supplementary schedules thereto as well as consolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in equity and notes to consolidated financial statements) for the fiscal year.

2. Results of Audit

 

(1) Result of the Audit of the Business Report, etc.

 

  (i) The business report and the supplementary schedules thereto fairly present the condition of the Company in accordance with Japanese laws and regulations and the Articles of Incorporation of the Company.

 

  (ii) There has been neither unfair conduct nor any material violation of Japanese law or regulation or the Articles of Incorporation of the Company in connection with the execution of duties of the Directors.

 

  (iii) The content of the resolution by the Board of Directors regarding internal control systems is due and proper. Furthermore, nothing has arisen that requires comment on the description in the business report and the Directors’ execution with respect to the internal control systems, including financial reporting.

 

(2) Result of the Audit of Financial Statements and Supplementary Schedules Thereto

The methods and results of the audit by the Accounting Auditors, PricewaterhouseCoopers Kyoto are due and proper.

 

(3) Result of the Audit of Consolidated Financial Statements

The methods and results of the audit by the Accounting Auditors, PricewaterhouseCoopers Kyoto are due and proper.

May 24, 2018

 

Audit & Supervisory Board,
Kyocera Corporation
 

 

Itsuki Harada [Seal]

Full-time Audit & Supervisory Board Member

 

Osamu Nishieda [Seal]

Audit & Supervisory Board Member

 

Hitoshi Sakata [Seal]

Audit & Supervisory Board Member

 

Masaaki Akiyama [Seal]

Audit & Supervisory Board Member

 

Note: Messrs. Hitoshi Sakata and Masaaki Akiyama are Outside Audit & Supervisory Board Members as specified in Item 16 of Article 2 and Paragraph 3 of Article 335 of the Companies Act.

 

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LOGO    Securities Code 6971

 

 

 

Internet Disclosure Items for

Notice of the 64th Ordinary General Meeting of Shareholders

Notes to Consolidated Financial Statements

Notes to Financial Statements

(April 1, 2017 to March 31, 2018)

 

LOGO

 

In the Accompanying Documents for the Notice of the 64th Ordinary General Meeting of Shareholders, the “Notes to Consolidated Financial Statements” and “Notes to Financial Statements” are available to shareholders on the Company’s website (https://global.kyocera.com/ir/s_info/meeting.html) pursuant to the provisions of laws and regulations as well as the Articles of Incorporation of the Company.

The “Notes to Consolidated Financial Statements” and “Notes to Financial Statements” are a part of the Consolidated Financial Statements and Financial Statements that were audited by Audit & Supervisory Board Members and the Accounting Auditor in preparing the Audit Reports.

Please note that this is an English translation of the Japanese original of the Internet Disclosure Items for the Notice of the 64th Ordinary General Meeting of Shareholders of KYOCERA Corporation disclosed in Japan. The translation is prepared solely for the reference and convenience of foreign shareholders. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.


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Notes to Consolidated Financial Statements

1. Basis of Preparation of Consolidated Financial Statements

 

(1) Scope of Consolidation

 

Number of Consolidated Subsidiaries:

  252

Major Consolidated Subsidiaries:

  Kyocera Document Solutions Inc., AVX Corporation and
  Kyocera International, Inc.
A Non-Consolidated Subsidiary:  

Kyoto Purple Sanga Co., Ltd.

This subsidiary is excluded from the scope of consolidation because its total assets, net sales, net income attributable to Kyocera Corporation’s shareholders and retained earnings, etc. are immaterial, as such, they do not hinder a rational judgment of financial position and results of operations of Kyocera when excluded from the scope of consolidation.

 

(2) Scope of Application of the Equity Method

Number of Non-Consolidated Subsidiaries and Affiliates Accounted for by the Equity Method: 12

Major Affiliate Accounted for by the Equity Method: Kagoshima Mega Solar Power Corporation

 

(3) Changes in Scope of Consolidation

 

Number of Increase:   63
Number of Decrease:   29

 

(4) Changes in Scope of Application of the Equity Method

Not Applicable

 

(5) Summary of Significant Accounting Principles

 

  (i) Standards of Preparation of Consolidated Financial Statements

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America pursuant to the provisions of paragraph 1 of Article 120-3 of the Ordinance on Accounting of Companies of Japan. Certain disclosure and footnotes required under principles generally accepted in the United States are omitted pursuant to the provisions of paragraph 1 of Article 120 that is applied mutatis mutandis in paragraph 3 of Article 120-3.

 

  (ii) Valuation of Inventories

Kyocera has adopted the Financial Accounting Standards Board (FASB)’s Accounting Standards Codification (ASC) 330, “Inventory.” Inventories are stated at the lower of cost or market. The remaining balance of raw materials to be purchased under the long term purchase agreements are also stated at the lower of cost and net realizable value. For finished goods and work in process, cost is mainly determined by the average method. For raw materials and supplies, cost is mainly determined by the first-in, first-out method. Kyocera recognizes estimated write-down of inventories for excess, slow-moving and obsolete inventories.

 

  (iii) Valuation of Securities

Kyocera has adopted ASC 320, “Debt and Equity Securities.” Available-for-sale securities are recorded at fair value, with unrealized gains and losses excluded from income and recorded in “accumulated other comprehensive income,” net of tax. Held-to-maturity securities are recorded at amortized cost. Non-marketable equity securities are recorded using the cost method based on ASC325, “Investments – Other”.

 

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  (iv) Depreciation Method for Property, Plant and Equipment

Kyocera has adopted ASC 360, “Property, Plant and Equipment.” Depreciation is accounted mainly by the declining balance method on estimated useful lives.

 

  (v) Goodwill and Other Intangible Assets

Kyocera has adopted ASC 350, “Intangibles – Goodwill and Other.” Goodwill and intangible assets with indefinite useful lives, rather than being amortized, are tested for impairment at least annually, and also following any events and changes in circumstances that might lead to impairment. Intangible assets with definite useful lives are amortized straight line over their respective estimated useful lives to their estimated residual values, and reviewed for impairment which are accounted for under ASC 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

 

  (vi) Accounting for Allowances and Accruals

Allowances for Doubtful Accounts:

Kyocera maintains allowances for doubtful accounts related to trade notes receivable, trade accounts receivable and finance receivables for estimated losses resulting from customers’ inability to make timely payments including interest on finance receivables. Kyocera’s estimates are based on various factors, including the length of past due payments, historical experience and current business environments. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations, a specific allowance against these amounts is provided, considering the fair value of assets pledged by the customer as collateral.

Allowances for Sales Returns:

Kyocera records an estimated sales return allowance at the time of sales based on historical return experience.

 

  (vii) Accrued Pension and Severance Liabilities

Kyocera has adopted ASC 715, “Compensation – Retirement Benefits.” Kyocera recognizes the overfunded or underfunded status of its defined benefit postretirement plans as an asset or liability, as the case may be, in the consolidated balance sheet and recognizes changes in funded status during the year as changes in comprehensive income for such year. Prior service cost is amortized by the straight-line method over the average remaining service period of employees. Actuarial gain or loss is recognized by amortizing a portion in excess of 10% of the greater of the projected benefit obligations or the market-related value of plan assets by the straight-line method over the average remaining service period of employees.

 

(6) Recently Adopted Accounting Standards

On April 1, 2017, Kyocera adopted Accounting Standards Update (“ASU”) No. 2016-07, “Investments – Simplifying the Transition to the Equity Method of Accounting.” The accounting standard eliminates the requirement to retroactively adopt the equity method of accounting when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence. The adoption of this accounting standard did not have a material impact on Kyocera’s consolidated results of operations and financial condition.

 

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2. Notes to Consolidated Balance Sheets

 

     (Yen in millions)  

(1) Allowances for Doubtful Accounts Related to Assets

  

Other Current Assets

   ¥ 39  

Other Assets

     1,690  

(2) Accumulated Other Comprehensive Income

  

Net Unrealized Gains on Securities

   ¥ 459,559  

Net Unrealized Losses on Derivative Financial Instruments

     (407

Pension Liability Adjustments

     (29,261

Foreign Currency Translation Adjustments

     (17,911

(3) Assets Pledged as Collateral

  

Property, Plant and Equipment

   ¥ 1,388  

Other Long-term Investments

     2,034  

*1   “Property, Plant and Equipment” is pledged against “Current Portion of Long-term Debt” and “Long-term Debt” in a total amount of ¥149 million.

  

*2   “Other Long-term Investments” is pledged against the loan for business finance of “Affiliates Accounted for by the Equity Method” in a total amount of ¥16,820 million.

  

3. Notes to Consolidated Statement of Changes in Equity

(1) Total Number of Shares Issued

 

     (Shares in thousands)  

Class of Shares

   March 31, 2017      Increase      Decrease      March 31, 2018  

Common Stock

     377,619                      377,619  

(2) Distribution of Surplus

 

   (i) Dividends Paid

 

Resolution

  Class of
Shares
  Aggregate
Amount
  Per Share
Amount
  Record Date   Effective Date

The Ordinary General Meeting of Shareholders held on June 27, 2017

 

Common
Stock

 

¥22,063
million

  ¥60

 

 

March 31,
2017

 

June 28,
2017

The Board of Directors Meeting held on October 30, 2017

 

Common
Stock

 

¥22,063
million

 

¥60

 

 

September 30,
2017

 

December 5,
2017

 

   (ii) Dividends for which the Record Date Fall in the Year ended March 31, 2018 with an Effective Date in the Year Ending March 31, 2019

 

Resolution

  Class of
Shares
  Source of
Dividend
  Aggregate
Amount
  Per Share
Amount
  Record Date   Effective Date

The Ordinary General Meeting of Shareholders to be held on June 26, 2018

 

Common
Stock

 

Retained
Earnings

 

¥22,062

million

 

¥60

 

 

March 31,
2018

 

June 27,
2018

 

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4. Notes to Financial Instruments

(1) Notes to Financial Instruments

Kyocera refrains from making any speculative transactions and always maintains a high level of capital liquidity to ensure the utmost stability in its fund management. Operating receivables such as notes receivable and accounts receivable are exposed to customer credit risk. Kyocera seeks to reduce this risk in accordance with its credit management policies. Kyocera is exposed to market risk, including changes in foreign currency exchange rates, interest rates and equity prices. In order to hedge against these risks, Kyocera uses derivative financial instruments. Kyocera does not hold or issue derivative financial instruments for trading purposes. Kyocera mainly enters into foreign currency forward contracts and interest rate swaps. Kyocera regularly assesses these market risks based on policies and procedures established to protect against the adverse effects of these risks and other potential exposures, primarily by reference to the market value of financial instruments.

Kyocera has marketable equity securities, debt securities and non-marketable equity securities. Kyocera is currently a major shareholder of KDDI Corporation. As of March 31, 2018, the fair value of the shares of KDDI Corporation of which Kyocera owns was ¥910,288 million.

(2) Fair Value of Financial Instruments

The fair values of financial instruments as of March 31, 2018 and methods and assumption used to estimate such fair values were as follows:

 

     (Yen in millions)  
     Carrying
Amount
    Fair Value     Difference  

Assets (a)

      

Short-term Investments in Debt Securities

   ¥ 38,023     ¥ 38,051     ¥ 28  

Long-term Investments in Debt and Equity Securities

     1,050,537       1,051,306       769  

Other Long-term Investments (excluding Investment in and Advances to Affiliates and an Unconsolidated Subsidiary)

     21,984       21,984        
  

 

 

   

 

 

   

 

 

 

Total

   ¥ 1,110,544     ¥ 1,111,341     ¥ 797  
  

 

 

   

 

 

   

 

 

 

Liabilities (b)

      

Long-term Debt (including due within one Year)

   ¥ 29,530     ¥ 29,530        
  

 

 

   

 

 

   

 

 

 

Total

   ¥ 29,530     ¥ 29,530        
  

 

 

   

 

 

   

 

 

 

Derivatives (c) (Note)

      

Derivatives Designated as Hedging Instruments

   ¥ (17   ¥ (17      

Derivatives Not Designated as Hedging Instruments

     4,854       4,854        
  

 

 

   

 

 

   

 

 

 

Total

   ¥ 4,837     ¥ 4,837        
  

 

 

   

 

 

   

 

 

 

 

Note: Assets and liabilities of derivative transactions are recorded in net amount. Liabilities are presented by (    ).

 

(a) For investments with active markets, fair value is based on quoted market prices. For non-marketable equity securities, it is not practicable to estimate the fair value because of the lack of the market price and difficulty in estimating fair value without incurring excessive cost. In addition, Kyocera did not identify any events or changes in circumstances that may have had a significant adverse effect on these investments. The aggregate carrying amounts of these investments included in the above table as of March 31, 2018 was ¥21,422 million.

 

(b) Fair value is estimated by discounting cash flows, using current interest rates for instruments with similar terms and remaining maturities at the end of the fiscal year.

 

(c) Fair value is estimated based on quotes from financial institutions at the end of the fiscal year.

 

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Cash and cash equivalents, other short-term investments, trade notes receivable, trade accounts receivable, short-term borrowings, and trade notes and accounts payable, and other notes and accounts payable approximate fair value because of the short maturity of these instruments.

5. Notes to per Share Information

 

(1) Kyocera Corporation’s Shareholders’ Equity per Share       ¥ 6,353.54  
(2) Earnings per Share Attributable to Kyocera Corporation’s Shareholders      Basic      ¥ 222.43  
     Diluted      ¥ 222.43  

6. Note to Significant Subsequent Event

Repurchase of Own Shares

Kyocera Corporation has resolved at a meeting of its Board of Directors held on April 26, 2018 to undertake a repurchase of its own shares under the provisions of the Articles of Incorporation of the Company pursuant to Article 165, Paragraph 2 of the Companies Act of Japan.

(i) Reason for repurchase of own shares

The repurchase of own shares is intended to facilitate flexible capital strategies in the future, such as stock swaps.

(ii) Details of matters relating to the repurchase

 

Type of shares to be repurchased

   Common stock

Total number of shares to be repurchased

  

Up to 7,200,000 shares

(Percentage to total number of shares issued excluding treasury shares: 1.96%)

Total amount of repurchase price

   Up to 40 billion yen

Period of repurchase

   From April 27, 2018 to September 20, 2018

Method of repurchase

   Market purchases through the Tokyo Stock Exchange

7. Other Notes

(1) Write-down of Long-term Purchase Agreements

Kyocera has entered into long-term purchase agreements for the procurement of polysilicon material for use in its solar energy business. Kyocera has obligation to purchase the material based on the quantity and price per year through December 31, 2020 under these agreements.

As a result of a decline in the profitability of solar energy business, the net realizable value of polysilicon material was less than the purchase prices under these agreements; and pursuant to the lower of cost or market approach, Kyocera decided to record a write-down in an amount equivalent to the difference between net realizable value and purchase price for the year ended March 31, 2018.

The total amount of the write-down was ¥50,165 million, including a write-down of future material purchase commitments in the amount of ¥114,405 million and the current polysilicon materials already purchased pursuant to the agreements in the amount of ¥52,821 million as of March 31, 2018, and the amount of the write-down was included in “cost of sales” in Kyocera’s consolidated statements of income for the year ended March 31, 2018.

(2) Tax expenses from amendments to U.S. tax law

Kyocera’s U.S. subsidiaries such as AVX Corporation recorded one-time tax expenses of ¥13,860 million, resulting from the Tax Cuts and Jobs Act which was enacted into law in the U.S. on December 22, 2017. The tax expenses mainly consisted of approximately ¥10,203 million of the tax expenses related to a one-time tax on accumulated foreign earnings of AVX Corporation as well as the tax expenses resulted from a change in the valuation of deferred tax assets and liabilities at Kyocera’s U.S. subsidiaries such as AVX Corporation, caused by a reduction of the statutory U.S. corporation income tax rate from 35% to 21%.

 

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Notes to Financial Statements

1. Summary of Significant Accounting Policies

(1) Standards and Methods of Valuation of Assets

Held-to-Maturity Securities:    Amortized cost method (straight-line method)
Investments in Subsidiaries and Affiliates:    Cost determined by the moving average method

Other Securities:

  

Marketable:

   Based on market price as of the balance sheet date (unrealized gains and losses on such securities are reported in net assets, and cost is determined by the moving average method)

Non-marketable:

   Cost determined by the moving average method

Derivative Financial Instruments:

   Mark-to-market method

Inventories:

   Cost determined based on acquisition costs with adjustment by write-down taking into consideration decline of profitability

Finished Goods, Merchandise and Work-in-process:

   Cost of finished goods and work in process is mainly determined by the average cost method. Cost of merchandise is determined by the first-in, first-out method or the last purchase method.

Raw Materials and Supplies:

   Raw materials and supplies, except those for telecommunications equipment, are valued at cost, with cost being determined by the last purchase method. Raw materials for telecommunications equipment are valued at cost, with cost being determined by the first-in, first-out method.

(2) Depreciation of Non-current Assets

 

Tangible Fixed Assets (except for Leased Assets):   

Depreciation is computed at rates based on the estimated useful lives of assets using the declining-balance method. The principal estimated useful lives are as follows:

    Buildings and structures:

    2 years – 33 years

 

    Machinery and equipment, and tools, furniture and fixtures:

    2 years – 10 years

Intangible Fixed Assets (except for Leased Assets):    Amortization is computed using the straight-line method. Software for internal use is calculated based on the usable period of two years.
Leased Assets:    Straight-line method, using lease periods as the estimated useful lives of such assets.

(3) Accounting for Allowances and Accruals

 

Allowances for Doubtful Accounts:

   In anticipation of uncollectible accounts receivable, Kyocera Corporation provides allowances for doubtful accounts, for general accounts receivable, based on the past actual ratio of losses on bad debts; and, for certain specific doubtful accounts receivable, based on estimates of uncollectible amounts pursuant to analysis of individual receivables.

 

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Accrued Bonuses for Employees:

   In order to prepare for bonuses to employees, accrued bonuses are provided based on the amounts expected to be paid.

Accrued Bonuses for Directors:

   In order to prepare for bonuses to Directors, accrued bonuses are provided based on the amounts expected to be paid.

Warranty Reserves:

   Warranty reserves are provided to prepare for the cost of after sales service for some products based on the amounts expected to be paid, which are determined taking into account actual payments made in the past, etc.

Allowances for Sales Returns:

   Allowances for sales returns are provided to prepare for losses from write-off of products as a result of product returns based on the past actual return ratio of unaccepted products multiplied by the amount of the uninspected products at the end of the fiscal year.
Allowances for loss on purchase agreements:    Allowances for loss on purchase agreements are provided to prepare for the loss of future manufacturing and sales with the fulfilment of purchase agreements for materials based on the expected loss in an amount equivalent to the difference between net realizable value and purchase price under the agreements.
Accrued Pension and Severance Costs:    In order to prepare for provision of retirement benefits to employees, accrued pension and severance costs are recognized based on projected benefit obligations and plan assets as of the balance sheet date. Unrecognized prior year service cost is amortized over the estimated average remaining service period of employees using the straight-line method. Actuarial gains or losses are amortized over the estimated average remaining service period of employees using the straight-line method following the year in which they are incurred. The exceeding amounts are provided as prepaid pension and severance expenses since plan assets exceeded projected benefit obligations as of the balance sheet date.

(4) Other Significant Policies

  

Consumption Taxes:

   Consumption taxes withheld upon sale and consumption taxes paid for purchases of goods and services are not included in the amounts of the respective revenue and cost or expense items in the accompanying statements of income.

2. Notes to Changes in Presentation Methods

Balance Sheets

Because “Electronically recorded monetary claims” that was included in “Trade notes receivable” of “Current assets” for the year ended March 31, 2017 has become more significant, it is independently presented for the year ended March 31, 2018.

3. Notes to Balance Sheets:

(1) Assets Pledged as Collateral and Secured Liabilities

1. Assets Pledged as Collateral

Investments in subsidiaries and affiliates: ¥2,125 million

2. Secured Liabilities

Loan from financial institutions to Kagoshima Mega Solar Power Corporation: ¥16,820 million

 

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  *   All investor of Kagoshima Mega Solar Power Corporation pledge their investments as collateral for this loan.

 

(2) Accumulated Depreciation of Tangible Fixed Assets: ¥618,167 million

 

(3) Guarantee Obligations

Keep-well Letters and Guidance for Management:

 

Keep–well Letter Requested Party

   Amount Covered     

Subject of Keep-well Letter

Kyocera Realty Development Co., Ltd. 

   ¥ 149 million      Guidance for repayment of loans from financial institutions

Kyoto Purple Sanga Co., Ltd.

     400 million      Guidance for repayment of loans from financial institutions
  

 

 

    

Total

   ¥ 549 million     
  

 

 

    

 

(4) Receivables from Subsidiaries and Affiliates, and Payables to Subsidiaries and Affiliates (except Amounts Separately Presented)

 

Current Receivables

   ¥   87,058 million  

Long-term Receivables

     51,466 million  

Current Payables

     40,784 million  

Long-term Payables

     25 million  

4. Notes to Statements of Income:

 

(1) Transactions with Subsidiaries and Affiliates:

Operational Transactions:

  

Net Sales

   ¥ 283,931 million  

Purchases

     68,557 million  

Selling, General and Administrative Expenses

     6,816 million  

Non Operational Transactions

     55,416 million  

 

(2) Write-down of Long-term Purchase Agreements

Kyocera has entered into long-term purchase agreements for the procurement of polysilicon material for use in its solar energy business. Kyocera has obligation to purchase the material based on the quantity and price per year through December 31, 2020 under these agreements.

As a result of a decline in the profitability of solar energy business, the net realizable value of polysilicon material was less than the purchase prices under these agreements; and pursuant to the lower of cost or market approach, Kyocera decided to record a write-down in an amount equivalent to the difference between net realizable value and purchase price for the year ended March 31, 2018.

The total amount of the write-down was ¥50,165 million, including a write-down of future material purchase commitments in the amount of ¥114,405 million and the current polysilicon materials already purchased pursuant to the agreements in the amount of ¥52,821 million as of March 31, 2018, and the amount of the write-down was included in “cost of sales” in Kyocera’s statements of income for the year ended March 31, 2018.

 

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(3) Provision of allowance for doubtful accounts

About loans receivable to Kyocera Display Corporation which is subsidiary of Kyocera Corporation Because Kyocera Display Corporation faced the excessive liabilities, Kyocera concluded that its feasibility of repayment is low and recorded provision of allowance for doubtful accounts in the amount of ¥18,656 as much as the excessive liabilities.

5. Notes to Statement of Changes in Net Assets

 

Number and Class of Treasury Shares as of March 31, 2018

  

Common Stock

     9,910,822 shares  

6. Notes to Accounting for Effects of Income Taxes

The Main Components of the Deferred Tax Assets and Deferred Tax Liabilities

 

    (Yen in millions)  

(i) Current:

 

Deferred Tax Assets:

 

Write-down of Inventories

  ¥ 9,644  

Accrued Bonuses

    5,894  

Allowances for loss on purchase agreements

    5,502  

Temporary and Prepaid Payment

    5,233  

Other Payables and Accrued Expenses

    4,737  

Others

    2,106  
 

 

 

 

Total Deferred Tax Assets

    33,116  

Deferred Tax Liabilities:

 

Reserve for Special Depreciation

    (98
 

 

 

 

Total Deferred Tax Liabilities

    (98
 

 

 

 

Deferred Tax Assets, Net

  ¥ 33,018  
 

 

 

 

(ii) Non-current:

 

Deferred Tax Assets:

 

Depreciation and Amortization

  ¥ 22,943  

Loss on Impairment of Investments in Subsidiaries and Affiliates

    17,898  

Allowance for doubtful accounts

    5,689  

Allowances for loss on purchase agreements

    3,764  

Adjustment to Book Value of Investments in Subsidiaries

    1,555  

Deferred Assets

    1,101  

Others

    2,773  
 

 

 

 

Sub-total of Deferred Tax Assets

    55,723  

Valuation Allowances

    (20,657
 

 

 

 

Total Deferred Tax Assets

    35,066  

Deferred Tax Liabilities:

 

Net Unrealized Gain on Other Securities

    (277,751

Prepaid Pension and Severance Expenses

    (2,799

Gain on Revaluation of Land

    (865

Reserve for Special Depreciation

    (224

Others

    (96
 

 

 

 

Total Deferred Tax Liabilities

    (281,735
 

 

 

 

Deferred Tax Liabilities, Net

  ¥ (246,669
 

 

 

 

 

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7. Notes to Fixed Assets Used Under Finance Leases

Some fixed assets used under finance leases, consisting principally of manufacturing equipment and computers, are off balance sheet.

8. Notes Concerning Related Party Transactions

 

(Yen in millions)

 

Relationship

   Name of
Entity
   Percentage
of Voting
rights held
    Relationship
with the
Entity
   Substance of
Transactions
   Amount of
Transactions
     Item    Outstanding
Transaction
amounts as
of March 31,
2018
 

Subsidiary

   Kyocera
Display
Corporation
     100   Extension
of Loan

Interlocking
Officers

   Extension
of Loan
   ¥ 11,100      Long-term
loans
   ¥ 37,900  

Note: Conditions of the loans have been reasonably determined, taking into account market interest rates, etc.

9. Notes to per Share Information

 

(1) Net Assets per Share:

   ¥5,213.65

(2) Earnings per Share:

   ¥   213.58

10. Material Subsequent Events

Repurchase of Own Shares

Kyocera Corporation has resolved at a meeting of its Board of Directors held on April 26, 2018 to undertake a repurchase of its own shares under the provisions of the Articles of Incorporation of the Company pursuant to Article 165, Paragraph 2 of the Companies Act of Japan.

 

(i) Reason for repurchase of own shares

The repurchase of own shares is intended to facilitate flexible capital strategies in the future, such as stock swaps.

 

(ii) Details of matters relating to the repurchase

 

Type of shares to be repurchased

  

Common stock

Total number of shares to be repurchased

  

Up to 7,200,000 shares

(Percentage to total number of shares issued excluding treasury shares: 1.96%)

Total amount of repurchase price

  

Up to 40 billion yen

Period of repurchase

  

From April 27, 2018 to September 20, 2018

Method of repurchase

  

Market purchases through the Tokyo Stock Exchange

11. Other Notes

 

(1) Notes to Integration

Merger of Kyocera Medical Corporation, Kyocera Crystal Device Corporation and Kyocera Connector Products Corporation

Kyocera Medical Corporation, Kyocera Crystal Device Corporation and Kyocera Connector Products Corporation, which were wholly owned consolidated subsidiaries of Kyocera Corporation, were merged into Kyocera Corporation on April 1, 2017.

 

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1, Overview of Transactions

 

  (i) Scope of Business Transferred

Kyocera Medical Corporation

Design, development, manufacture and sales of medical equipment and business as a total medical materials manufacturer

Kyocera Crystal Device Corporation

Development, manufacture and sale of crystal components

Kyocera Connector Products Corporation

Development, manufacture and sale of connectors

 

  (ii) Date of Business Combinations

April 1, 2017

 

  (iii) Legal Method of Business Combinations

In the mergers, Kyocera Corporation was a surviving company, and Kyocera Medical Corporation, Kyocera Crystal Device Corporation and Kyocera Connector Products Corporation were dissolved.

 

  (iv) Name of the Company after Business Combinations

Kyocera Corporation

 

  (v) Objective of Transactions

The purpose of the restructuring was to establish stronger business structure by consolidating the extensive management resources of the four companies, and to further expand these businesses by enhancing new product development capability, by improving productivity through the sharing of manufacturing technologies, and by expanding sales through the consolidation of marketing divisions taking advantage of the broadened product line-up.

 

2, Content of Accounting Treatment

It was treated as a transaction under common control in accordance with the “Accounting Standard for Business Combination” (Accounting Standard Board of Japan Statement (ASBJ) No.21, September 13, 2013) and the “Revised Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No.10, September 13, 2013).

 

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