Kyocera Kabushiki Kaisha Kyocera Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR _ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2015 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 1-7952 Kyocera Kabushiki Kaisha (Exact name of Registrant as specified in its charter) Kyocera Corporation (Translation of Registrant’s name into English) 6, Takeda Tobadono-cho, Fushimi-ku, Japan Kyoto 612-8501, Japan (Jurisdiction of incorporation or organization) (Address of principal executive offices) Shoichi Aoki, +81-75-604-3556, [email protected], +81-75-604-3557, 6, Takeda Tobadono-cho, Fushimi-ku, Kyoto 612-8501, Japan (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of Each Class Name of Each Exchange On Which Registered Common Stock (Shares)* New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of March 31, 2015, 366,861,356 shares of common stock were outstanding, comprised of 363,267,929 Shares and 3,593,427 American Depositary Shares (equivalent to 3,593,427 Shares). Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes _ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No _ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes _ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer _ Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP _ International Financial Reporting Standards as issued by the International Accounting Standards Board Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No _ * Not for trading, but only in connection with the registration of the American Depositary Shares, each representing one share of Common Stock. TABLE OF CONTENTS Page Cautionary Statement Regarding Forward-Looking Statements 4 PART I 6 Item 1. Identity of Directors, Senior Management and Advisers 6 Item 2. Offer Statistics and Expected Timetable 6 Item 3. Key Information 6 A. Selected Financial Data 6 B. Capitalization and Indebtedness 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7 Item 4. Information on Kyocera Corporation and its Consolidated Subsidiaries 15 A. History and Development of Kyocera Corporation and its Consolidated Subsidiaries 15 B. Business Overview 16 C. Organizational Structure 23 D. Property, Plants and Equipment 26 Item 4A. Unresolved Staff Comments 28 Item 5. Operating and Financial Review and Prospects 28 A. Operating Results 28 B. Liquidity and Capital Resources 51 C. Research and Development, Patents and Licenses, etc. 56 D. Trend Information 58 E. Off-Balance Sheet Arrangements 58 F. Tabular Disclosure of Contractual Obligations 59 Item 6. Directors, Senior Management and Employees 60 A. Directors and Senior Management 60 B. Compensation 64 C. Board Practices 65 D. Employees 66 E. Share Ownership 68 Item 7. Major Shareholders and Related Party Transactions 69 A. Major Shareholders 69 B. Related Party Transactions 70 C. Interests of Experts and Counsel 70 Item 8. Financial Information 71 A. Consolidated Statements and Other Financial Information 71 B. Significant Changes 71 Item 9. The Offer and Listing 72 A. Offer and Listing Details 72 B. Plan of Distribution 73 C. Markets 73 D. Selling Shareholders 73 E. Dilution 74 F. Expenses of the Issue 74 Item 10. Additional Information 74 A. Share Capital 74 B. Memorandum and Articles of Association 74 C. Material Contracts 84 D. Exchange Controls 84 E. Taxation 84 F. Dividends and Paying Agents 88 G. Statement by Experts 88 2 H. Documents on Display 89 I. Subsidiary Information 89 Item 11. Quantitative and Qualitative Disclosures about Market Risk 90 Item 12. Description of Securities Other than Equity Securities 92 A. Debt Securities 92 B. Warrants and Rights 92 C. Other Securities 92 D. American Depositary Shares 92 PART II 94 Item 13. Defaults, Dividend Arrearages and Delinquencies 94 Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds 94 Item 15. Controls and Procedures 94 Item 16. [Reserved] 94 Item 16A. Audit Committee Financial Expert 94 Item 16B. Code of Ethics 95 Item 16C. Principal Accountant Fees and Services 95 Item 16D. Exemptions from the Listing Standards for Audit Committees 97 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 98 Item 16F. Change in Registrant’s Certifying Accountant 98 Item 16G. Corporate Governance 98 Item 16H. Mine Safety Disclosure 101 PART III 102 Item 17. Financial Statements 102 Item 18. Financial Statements 102 Item 19. Exhibits 103 3 Cautionary Statement Regarding Forward-Looking Statements This annual report on Form 20-F contains “forward-looking statements” within the meaning of Section 21E of the U.S. Securities and Exchange Act of 1934. To the extent that statements in this annual report on Form 20-F do not relate strictly to historical or current facts, they may constitute forward-looking statements. These forward-looking statements are based upon our current assumptions and beliefs in the light of the information currently available to us, but involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause our actual actions or results to differ materially from those discussed in or implied by the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements after the date of this annual report on Form 20-F, but investors are advised to consult any further disclosures by us in our subsequent filings pursuant to the U.S. Securities Exchange Act of 1934. Important risks, uncertainties and other factors that may cause our actual results to differ materially from our expectations are generally set forth in Item 3.D. “Risk Factors” of this annual report on Form 20-F and include, without limitation: (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 Kyocera’s 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; (22) changes in accounting principles; and other risks discussed under Item 3.D.

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