Kyocera 6-K 2013 Table of ContentsFORM 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 October 2013 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): ¨
Table of ContentsSIGNATURE 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.
Date: October 31, 2013
Table of ContentsInformation furnished on this form: EXHIBITS
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Consolidated Financial Results of Kyocera Corporation and its Subsidiaries for the Six Months Ended September 30, 2013 The consolidated financial information is prepared in accordance with accounting principles generally accepted in the United States of America. 1. Consolidated Financial Results for the Six Months Ended September 30, 2013
(Note) Comprehensive income: 159,209 million yen for the six months ended September 30, 2013, 487.2% of change from previous year. 27,114 million yen for the six months ended September 30, 2012, 17.0% of change from previous year.
At the meeting of the Board of Directors of Kyocera Corporation held on August 28, 2013, a resolution was made to undertake a stock split and a stock split at the ratio of two for one of all common shares was undertaken on October 1, 2013. “Net income attributable to shareholders of Kyocera Corporation per share–Basic” and “Net income attributable to shareholders of Kyocera Corporation per share–Diluted” are computed under the assumption that the stock split, which took effect on October 1, 2013, was undertaken at the beginning of the year ended March 31, 2013. (2) Consolidated financial condition
2. Dividends
(Note) The above “Year-end” dividend per share of 40.00 yen for the year ending March 31, 2014 is the forecast based on the number of shares after the stock split at the ratio of two for one of all common shares, which was undertaken on October 1, 2013. The forecast of “Annual” dividend for the year ending March 31, 2014 is essentially equal to the original forecast of 160.00 yen, which was previously announced on April 25, 2013, before the stock split. 3. Consolidated Financial Forecasts for the Year Ending March 31, 2014 (% of change from previous year)
(Note) Forecast of earnings per share attributable to shareholders of Kyocera Corporation is computed based on the diluted average number of shares outstanding during six months ended September 30, 2013. This average number of shares is calculated based on the number of shares after the stock split which took effect on October 1, 2013.
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Table of Contents(Notes) (1) Increase or decrease in significant subsidiaries during the six months ended September 30, 2013: None. (2) Adoption of concise quarterly accounting method or procedure: None. (3) Changes in accounting policies:
(4) Number of shares (common stock): (i) Number of shares issued:
(ii) Number of treasury stock:
(iii) Average number of shares outstanding:
“Number of shares issued,” “Number of treasury stock” and “Average number of shares outstanding” are described under the assumption that the stock split, which took effect on October 1, 2013, was undertaken at the beginning of the year ended March 31, 2013. Presentation of Situation of Review Procedure The consolidated financial information included in this report is out of scope of review procedure under the Financial Instruments and Exchange Law of Japan. Review procedure under the Financial Instruments and Exchange Law of Japan has not been completed at the date of disclosure of this report. Instruction for Forecasts and Other Notes Cautionary Statement for Forecasts: With regard to forecasts set forth above, please refer to the accompanying “Forward-Looking Statements” on page 11.
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Table of ContentsAccompanying Information 1. BUSINESS RESULTS, FINANCIAL CONDITION AND PROSPECTS (1) Business Results for the Six Months Ended September 30, 2013 Economic Situation and Business Environment During the six months ended September 30, 2013 (“the first half”), the Japanese economy registered upward momentum amid expectations regarding the impact of governmental economic policy and financial measures, evident primarily in growth in exports and personal consumption coupled with revitalization of investment activity, particularly public investment. Overseas, the U.S. economy recovered moderately on the back of steady personal consumption and capital investment. Meanwhile, the European economy continued to stagnate, despite showing signs of bottoming out. While the Chinese economy continues to show rapid growth, the pace of this growth has begun to taper off. In the digital consumer equipment market, which is the principal market for Kyocera Corporation and its consolidated subsidiaries (“Kyocera”), shipment volume was down for conventional mobile phones, PCs and flat-screen TVs compared with the six months ended September 30, 2012 (“the previous first half”) while shipment volume of smartphones and tablet PCs increased. The solar energy market in Japan grew significantly compared with the previous first half due primarily to strong growth in demand in the public and commercial sectors. Consolidated Financial Results Consolidated net sales for the first half amounted to ¥699,663 million, an increase of ¥91,232 million, or 15.0%, compared with ¥608,431 million in the previous first half due to increased sales in the Applied Ceramic Products Group, particularly in the solar energy business, the Telecommunications Equipment Group and the Information Equipment Group combined with the effects of depreciation of the yen. In terms of profit, Kyocera enhanced profitability in all reporting segments of the Components Business, primarily the Applied Ceramic Products Group, as a result of sales growth and improved productivity. Also, profit grew considerably due to the absence of the environmental remediation charge of ¥21.3 billion recorded in the previous first half at AVX Corporation, a U.S.-based consolidated subsidiary (please refer to “(3) Financial Settlement between AVX Corporation, the United States Environmental Protection Agency and Commonwealth of Massachusetts regarding the New Bedford Harbor Superfund Site” on page 8). Profit from operations increased by ¥32,312 million, or 124.8%, to ¥58,203 million, compared with ¥25,891 million in the previous first half. Income before income taxes increased by ¥33,321 million, or 93.3%, to ¥69,053 million, compared with ¥35,732 million in the previous first half, and net income attributable to shareholders of Kyocera Corporation increased by ¥17,559 million, or 69.2%, to ¥42,930 million, compared with ¥25,371 million in the previous first half. Average exchange rates for the first half were ¥99 to the U.S. dollar, marking depreciation of ¥20 (approximately 25%) from ¥79 in the previous first half, and ¥130 to the Euro, marking depreciation of ¥29 (approximately 29%) from ¥101 in the previous first half. As a result, net sales and income before income taxes were pushed up by approximately ¥79 billion and ¥16 billion, respectively, compared with the previous first half.
Note: At the meeting of the Board of Directors of Kyocera Corporation held on August 28, 2013, a resolution was made to undertake a stock split and a stock split at the ratio of two for one of all common shares was undertaken effective on October 1, 2013. “Diluted earnings per share attributable to shareholders of Kyocera Corporation” is computed under the assumption that the stock split, which took effect on October 1, 2013, was undertaken at the beginning of the year ended March 31, 2013.
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Table of ContentsConsolidated Results by Reporting Segment 1) Fine Ceramic Parts Group Sales in this reporting segment remained roughly unchanged from the previous first half due to growth in sales of components for automotive markets offset by a decline in component demand for the digital consumer equipment market, particularly flat-screen TVs and PCs. However, operating profit increased compared with the previous first half due mainly to the effect of a reduction in costs. 2) Semiconductor Parts Group Sales and operating profit in this reporting segment increased compared with the previous first half due to growth in sales of ceramic packages for smartphones and increased demand for organic packages primarily for high-end servers. 3) Applied Ceramic Products Group Sales in the solar energy business increased substantially in the public and commercial sectors in Japan, and, in addition, sales in the cutting tool business also increased in automotive related areas. As a result, sales in this reporting segment increased significantly over the previous first half. Operating profit increased compared with the previous first half due to higher sales in the solar energy business and the effects of a reduction in costs. 4) Electronic Device Group Sales in this reporting segment increased compared with the previous first half due to growth in sales of capacitors and connectors, as well as the effect of the yen’s depreciation. Operating profit increased substantially compared with the previous first half due to the absence of the environmental remediation charge at AVX Corporation recorded in the previous first half as well as to the effects of higher sales and a reduction in costs. 5) Telecommunications Equipment Group Sales in this reporting segment increased compared with the previous first half due primarily to growth in sales of mobile phones overseas on the back of vigorous new product introductions and an increase in the number of telecommunication carrier adopting Kyocera’s products. However, operating profit decreased compared with the previous first half due to the impact of fierce competition in the Japanese market. 6) Information Equipment Group Sales volume increased mainly in Europe and Asia due to new product introductions as well as vigorous market cultivation and sales expansion activities. The depreciation of the yen also contributed to the increase in sales in this reporting segment compared with the previous first half. However, operating profit decreased compared with the previous first half due primarily to an increase in sales promotion costs. 7) Others Sales in this reporting segment increased compared with the previous first half due mainly to an increase in sales at Kyocera Communication Systems Co., Ltd. Operating profit decreased, however, due to an increase in R&D expenses for the development of new technologies and new products.
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Table of ContentsNet Sales by Reporting Segment
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Table of ContentsNet Sales by Geographic Area 1) Japan Sales in Japan for the first half increased compared with the previous first half due primarily to an increase in sales in the solar energy business in the public and commercial sectors. 2) Asia Sales in Asia for the first half increased compared with the previous first half due to an increase in sales in the Electronic Device Group including connectors and capacitors, and in the Information Equipment Group, as well as to the effect of the yen’s depreciation. 3) Europe Sales in Europe for the first half increased compared with the previous first half due primarily to an increase in sales in the Information Equipment Group affected by growth in sales volume of printers and multifunctional products and the yen’s depreciation. 4) United States of America Sales in the United States of America for the first half increased compared with the previous first half due to sales growth in the Telecommunications Equipment Group resulting from increased sales volume of mobile phones, and to an increase in sales in the Information Equipment Group affected by growth in sales volume of printers and multifunctional products, as well as to the effect of the yen’s depreciation. 5) Others Sales in Others for the first half increased compared with the previous first half due to an increase in sales in the Information Equipment Group and the Telecommunications Equipment Group.
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Table of Contents(2) Consolidated Financial Condition Consolidated Cash Flows Cash and cash equivalents at September 30, 2013 increased by ¥11,489 million to ¥316,943 million from ¥305,454 million at March 31, 2013. 1) Cash flows from operating activities Net cash provided by operating activities for the first half increased by ¥14,439 million to ¥74,465 million from ¥60,026 million for the previous first half. This was due mainly to that increases in net income and cash inflow adjustments related to receivables exceeded increases in cash outflow adjustments related to notes and accounts payables and other non-current liabilities. 2) Cash flows from investing activities Net cash used in investing activities for the first half increased by ¥938 million to ¥53,767 million from ¥52,829 million for the previous first half. This was mainly because increases in payment for purchase of securities exceeded decreases in payments for acquisitions, an increase in withdrawal of time deposits and certificate of deposits and an increase in proceeds from sales and maturities of available-for-sale securities. 3) Cash flows from financing activities Net cash used in financing activities for the first half increased by ¥2,090 million to ¥14,369 million from ¥12,279 million for the previous first half. This was due mainly to a decrease in proceeds from issuance of short-term debt.
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Table of Contents(3) Financial Settlement between AVX Corporation, the United States Environmental Protection Agency and Commonwealth of Massachusetts regarding the New Bedford Harbor Superfund Site On October 10, 2012, AVX Corporation (“AVX”), a consolidated subsidiary of Kyocera Corporation in the United States, and the United States Environmental Protection Agency and the Commonwealth of Massachusetts (the “Governments”) announced that they had reached a settlement with respect to the Governments’ ongoing clean-up of the New Bedford Harbor Superfund site in New Bedford, Massachusetts. AVX’s involvement in this site arose from the operations of an alleged legal predecessor, Aerovox Corporation, which produced liquid filled capacitors adjacent to the harbor from the late 1930s through the early 1970s. Subsequent owners of the facility are dissolved or in bankruptcy. AVX itself never produced this type of capacitor, nor does it do so today. Following legal action brought in 1983, AVX reached a settlement with the Governments with respect to their claims relating to harbor clean-up and alleged natural resource damages in 1992. That settlement was contained in a Consent Decree whereby AVX paid $72 million, including interest, toward the harbor clean-up and natural resource damages. That Consent Decree included reopener provisions allowing the Governments to institute new proceedings against AVX, including the right to seek to have AVX perform or pay for additional clean-up under certain circumstances. On April 18, 2012, the United States Environmental Protection Agency issued to AVX a Unilateral Administrative Order directing AVX to perform the remainder of the harbor clean-up, pursuant to the reopener provisions referred to the above. After settlement negotiations, including mediation, between the parties, the current settlement with the Governments was reached whereby AVX will pay $366.25 million, plus interest computed from August 1, 2012, in three installments over a two-year period for use by the Governments to complete the clean-up of the harbor, and the United States Environmental Protection Agency will withdraw the Unilateral Administrative Order. The agreement is set forth in a Supplemental Consent Decree that modifies certain provisions of the 1992 Consent Decree, including elimination of the Governments’ right to invoke any clean-up reopener provisions in the future. The United States District Court approved the settlement on September 19, 2013. A third party has until November 18, 2013 to file an appeal of entry of the Supplemental Consent Decree. On October 18, 2013, AVX paid the initial settlement payment of ¥13,068 million ($133.35 million), plus interest into a court-managed registry account. This payment and any other payments made by AVX into the registry account will be disbursed to the Governments upon finalization of any appeal processes. AVX and Kyocera recorded a charge with respect to this matter of ¥7,900 million ($100 million) for the year ended March 31, 2012, and ¥21,300 million ($266.25 million) for the three months ended June 30, 2012, which were included in selling general and administrative expenses in the consolidated statements of income. (4) Acquisition of Shares of NEC Toppan Circuit Solutions, Inc. Kyocera acquired 100% of the shares of NEC Toppan Circuit Solutions, Inc. (currently Kyocera Circuit Solutions, Inc.), a printed circuit board (“PCB”) manufacturing company, and made it a consolidated subsidiary as of October 1, 2013 in order to further strengthen and expand its organic substrate business. This company supplies high-density PCBs for a wide range of markets, from industrial applications to digital consumer equipment such as smartphones. It also possesses advanced technologies relating to low-profile substrates, enabling development of the world’s lowest profile component-embedded PCBs. Through this consolidation, Kyocera seeks to strengthen its development of new products by pursuing synergies with the technologies it already possessed, and to further expand sales by enhancing its sales network.
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Table of Contents(5) Consolidated Financial Forecasts for the Year Ending March 31, 2014 In the six months ending March 31, 2014 (“the second half”), Kyocera forecasts a continued increase in demand for solar energy systems and expects result from the Applied Ceramic Products Group to exceed its initial projections. In addition, the newly consolidated Kyocera Circuit Solutions, Inc. will begin contributing to Kyocera’s results from October 2013. Taking these factors into account, Kyocera has revised its consolidated sales forecasts announced in April 2013 for the year ending March 31, 2014, as follows. Based on the first half results and the outlook for the business environment in the second half, sales and profit forecasts for each of the consolidated reporting segments have been revised as well. Kyocera has also revised its forecasts of average exchange rates for the second half from the projections announced in August 2013, from ¥95 to ¥97 against the U.S. dollar and from ¥123 to ¥130 against the Euro. As a result, full-year forecasts of average exchange rates for the year ending March 31, 2014 have been revised to ¥98 to the U.S. dollar and ¥130 to the Euro. Kyocera will strive to continue securing orders, reducing costs and strengthening its development of new products by leveraging the overall capabilities of the Kyocera Group and will aim to achieve these full-year financial forecasts for the year ending March 31, 2014.
Notes:
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Table of ContentsNet Sales by Reporting Segment
Operating Profit (Loss) by Reporting Segment
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Table of ContentsNote: Forward-Looking Statements Certain of the statements made in this document are forward-looking statements (within the meaning of Section 21E of the U.S. Securities and Exchange Act of 1934), 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:
Such risks, uncertainties and other factors may cause our actual results, performance, achievements or financial condition to be materially 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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Table of Contents2. CONSOLIDATED FINANCIAL STATEMENTS (1) Consolidated Balance Sheets (Unaudited)
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Note: Accumulated other comprehensive income is as follows:
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Table of Contents(2) Consolidated Statements of Income and Comprehensive Income (Unaudited) Consolidated Statements of Income
Notes:
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Table of ContentsConsolidated Statements of Comprehensive Income
(3) Notes to the consolidated financial statements Cautionary Statement for Premise of a Going Concern None. Cautionary Statement for Significant Changes in Equity None.
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Table of Contents3. OTHER INFORMATION Changes in accounting policies Recently Adopted Accounting Standards On April 1, 2013, Kyocera adopted the Financial Accounting Standards Board (FASB)’s Accounting Standards Update (ASU) No. 2011-10, “Derecognition of in Substance Real Estate—a Scope Clarification.” This accounting standard requires the reporting entity to apply the guidance in Accounting Standards Codification (ASC) 360-20, “Property, Plant, and Equipment—Real Estate Sales” to determine whether it should derecognize the in substance real estate when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. The adoption of this accounting standard did not have a material impact on Kyocera’s consolidated results of operations, financial condition and cash flows. On April 1, 2013, Kyocera adopted the FASB’s ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment.” This accounting standard permits an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the impairment test. An entity is not required to calculate the fair value of the indefinite-lived intangible asset unless the entity determines that it is more likely than not that the indefinite-lived intangible asset is impaired. As this accounting standard did not actually change how the impairment would be calculated, the adoption of this accounting standard did not have an impact on Kyocera’s consolidated results of operations, financial condition and cash flows. On July 17, 2013, Kyocera adopted the FASB’s ASU No. 2013-10, “Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes.” This accounting standard permits an entity to use the Fed Funds Effective Swap Rate (Overnight Index Swap Rate) as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to the interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate. The adoption of this accounting standard did not have a material impact on Kyocera’s consolidated results of operations, financial condition and cash flows.
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Table of ContentsTo All Persons Concerned,
Notice relating to Distribution of Interim Dividends and Revision of Amount of Dividends Forecast for the Year Ending March 31, 2014 This is to advise you that Kyocera Corporation (the “Company”) has adopted a resolution at a meeting of its Board of Directors held on October 31, 2013 in respect of its payment of interim dividends, as set forth below. The Company has also decided to revise its forecast of the total amount of its dividends for the year ending March 31, 2014. 1. Interim dividends The Company determined the amounts of its dividends as set forth below, based on its basic profit allocation policy.
2. Dividend Forecast The Company undertook a stock split at a ratio of 2 for 1 in respect of all shares of its common stock as of October 1, 2013. The forecast previously published was based on the number of shares of common stock prior to this stock split. The dividend forecast for the year ending March 31, 2014, taking into account the stock split, is as follows. Please note that this revision is made only in association with the stock split, and there is no substantive change in the forecast for the annual total dividends from the forecast previously published.
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*1: Dividend amount per share is based on number of shares prior to stock split. *2: Dividend amount per share is based on number of shares after stock split. 3. References 1) Dividends paid for the year ended March 31, 2013 and forecast for the year ending March 31, 2014 based on the number of shares prior to the stock split are as follows:
*3: As resolved by the Board of Directors of the Company. 2) Financial forecast for the year ending March 31, 2014
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Table of ContentsForward-Looking Statements Certain statements made in this document are forward-looking statements (within the meaning of Section 21E of the U.S. Securities and Exchange Act of 1934), 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:
Such risks, uncertainties and other factors may cause our actual results, performance, achievements or financial condition to be materially 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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