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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of December, 2005
Commission File Number 1-7616
PIONEER CORPORATION | |||||
(Translation of registrant’s name into English) |
4-1, MEGURO 1-CHOME, MEGURO-KU, TOKYO 153-8654, JAPAN | ||||
(Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
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SIGNATURES | ||||||||
THE 60TH SEMIANNUAL BUSINESS REPORT | ||||||||
NOTICE REGARDING CHANGE IN MANAGEMENT |
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SIGNATURES
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, thereunto duly authorized.
PIONEER CORPORATION (Registrant) | ||||
Date: December 1, 2005 | ||||
By | /s/ Kaneo Ito | |||
Kaneo Ito | ||||
President and Representative Director | ||||
This report on Form 6-K contains the followings:
1. | The English translation version of 60th Semiannual Business Report for the six-month period ended September 30, 2005. | |
2. | The notice regarding change in management of the Company. |
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(TRANSLATION)
THE 60TH SEMIANNUAL BUSINESS REPORT
For the Six Months Ended September 30, 2005
For the Six Months Ended September 30, 2005
This is a translation of the original Semiannual Business Report written in the
Japanese language, prepared primarily for the benefit and information
of shareholders of the Company’s common stock.
Japanese language, prepared primarily for the benefit and information
of shareholders of the Company’s common stock.
PIONEER CORPORATION
Tokyo, Japan
Tokyo, Japan
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TO OUR SHAREHOLDERS
In the first half of the 60th accounting period, ended September 30, 2005, consolidated operating revenue of Pioneer Corporation was ¥349,898 million, up 1.4% over the previous year.
However, net loss of ¥12,261 million was posted for the period, compared to net income of ¥4,809 million in the corresponding period of the previous year. This loss was principally caused by lower market prices for our main products due to more severe competition, resulting in a decrease of gross profit margins.
Reflecting the impact of continued severe business conditions, we have set interim dividend payments at ¥7.5 per share of common stock, a decrease of ¥5.0 from that for the corresponding period last year.
The business environment remains severe, characterized by uncertain economic conditions, particularly as the rising prices of crude oil and other raw materials may exert negative impact on the economies of Japan and the U.S., in which consumer spending had been steady. Also, price competition is increasingly tough in markets for our key products.
Despite these difficult conditions, we are committed to becoming profitable again by reviewing every aspect of our major business fields, reinvesting our resources in advanced, high-quality, value-added products that identify the core value of our Company, and enhancing our brand equity.
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In the plasma display business, we have been reinforcing our production capacity, as the market rapidly expands. Incoming orders, however, did not reach the levels we had planned for in the OEM (original equipment manufacturing) plasma display business, so we decided to adjust total production output until demand recovers. As we keep cutting costs extensively, we will continue to develop and launch unique products of superior innovation, performance and function. We are making efforts to enhance the value and strength of the Pioneer brand and to expand plasma display sales.
In the DVD business, the market is rapidly expanding, especially in DVD recorders and DVD drives for personal computers (PCs), while product prices are falling sharply. To overcome the competition, we must introduce more advanced products as early as possible, in addition to carrying out more cost cutting in production in China. We are aggressively reviewing our development and design process, aiming to enhance speed and efficiency of development, and to precede our competitors in supplying markets with products that customers welcome.
In the car electronics business, we are determined to maintain a leading position in the consumer market by reinforcing our car audio operations in the fast-growing markets of China, Central and South America and Russia. Developing products that differentiate us from our industry competitors will help extend the value of our brand. Our car navigation operations are renowned in Japan, where our sales efforts are as aggressive as ever. We are making a similarly bold push
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to fortify and extend our operations for this business in Europe and North America. In our business with automobile manufacturers, we are capitalizing on our product planning expertise in the consumer market, and propose innovative products to open up new business opportunities and increase sales.
Along with our ongoing efforts to improve management efficiency, we are advancing discussion on a restructuring that may include renewal of the Pioneer group business structure, as well as consequent consolidation of plants and offices and review of staffing. These measures, plus inventory reduction through better supply chain management, will help us return to profitability and improve cash flows.
We greatly appreciate the support that you have always given us. We are doing everything in our power to overcome the present difficulties and to improve shareholder value.
December 2005
Tokyo, Japan
Tokyo, Japan
Kaneo Ito | ||
President and Representative Director |
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CONSOLIDATED OPERATING REVENUE BY BUSINESS SEGMENT
Effective from this 60th accounting period, the Company changed business segment classification for certain businesses. Results related to plasma displays for business use and DJ equipment have been moved from “Others” to “Home Electronics.” Previously reported amounts have been reclassified accordingly.
Percent of Operating Revenue
Six months ended September 30
Home Electronics
This segment includes plasma displays, DVD recorders, DVD players, DVD drives, stereo systems, individual stereo components, DJ equipment, telephones and equipment for cable TV systems.
Sales in the Home Electronics segment increased 9.4% from the corresponding period in the previous year to ¥144,958 million, as plasma display sales increased, despite a decrease in sales of DVD products.
In Japan, sales decreased 2.3% to ¥36,068 million mainly due to a decrease in sales of DVD recorders, despite an increase in sales of plasma displays.
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Overseas sales increased 14.0% to ¥108,890 million, due to a rise in sales of plasma displays worldwide, and of DVD drives for PCs in Asia, despite the decline in sales of DVD drives for PCs in Europe and North America and the discontinuation of sales of cable TV set-top boxes in North America.
Car Electronics
This segment includes car navigation systems, car stereos, car AV (audio/video) systems and car speakers.
Sales in the Car Electronics segment amounted to ¥160,353 million, up 3.9% over the corresponding period in the previous year. Car audio product sales were good, although car navigation system sales decreased, due to lower sales in Japan of these systems to automobile manufacturers.
In Japan, sales decreased 9.1% to ¥56,177 million, due to a decrease in sales of car navigation systems to automobile manufacturers, which reflected a lack of new car model launches in comparison to the corresponding period of the previous year, despite an increase in sales of car navigation systems for the consumer market.
Overseas sales increased 12.6% to ¥104,176 million, due to growth in sales of car audio products and car navigation systems to automobile manufacturers in North America, and of car audio products for the consumer market in Central and South America and Europe.
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Patent Licensing
This segment includes the licensing of patents related to laser optical disc technologies.
Royalty revenue from Patent Licensing decreased 21.6% from the corresponding period in the previous year to ¥5,285 million, reflecting the expiration of patents included in a portfolio of patents licensed to the optical disc industry and the lack of revenue from renewed contracts with licensees compared with the corresponding period of the previous year.
Others
This segment includes organic light-emitting diode (OLED) display panels, factory automation systems, electronics devices and parts, business-use AV systems.
Sales in this segment decreased 23.7% from the corresponding period in the previous year to ¥39,302 million, mainly as a result of a drop in sales of optical disc manufacturing systems in Asia.
In Japan, sales decreased 21.2% to ¥19,918 million reflecting a sales shift from Japan to China of devices for cellular phones.
Overseas, sales decreased 26.1% to ¥19,384 million, due to a drop in sales of optical disc manufacturing systems in Asia, despite an increase in sales of devices for cellular phones in China.
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CONSOLIDATED FINANCIAL STATEMENTS
Pioneer Corporation and Subsidiaries
Pioneer Corporation and Subsidiaries
(1) Consolidated Balance Sheets
(In millions of yen)
September 30 | ||||||||
2005 | 2004 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | ¥ | 107,198 | ¥ | 123,936 | ||||
Trade receivables, less allowance | 126,981 | 119,863 | ||||||
Inventories | 126,594 | 135,504 | ||||||
Others | 75,628 | 74,711 | ||||||
Total current assets | 436,401 | 454,014 | ||||||
Investments and long-term receivables | 25,268 | 29,553 | ||||||
Property, plant and equipment, less depreciation | 203,557 | 208,964 | ||||||
Intangible assets | 22,974 | 25,590 | ||||||
Other assets | 39,393 | 39,015 | ||||||
Total assets | ¥ | 727,593 | ¥ | 757,136 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities: | ||||||||
Short-term borrowings and current portion of long-term debt | ¥ | 55,560 | ¥ | 40,615 | ||||
Trade payables | 104,831 | 103,031 | ||||||
Others | 101,857 | 104,554 | ||||||
Total current liabilities | 262,248 | 248,200 | ||||||
Long-term debt | 79,512 | 87,397 | ||||||
Other long-term liabilities | 41,705 | 58,909 | ||||||
Minority interests | 17,085 | 18,281 | ||||||
Shareholders’ equity: | ||||||||
Common stock | 49,049 | 49,049 | ||||||
Capital surplus | 82,834 | 82,612 | ||||||
Retained earnings | 246,987 | 276,334 | ||||||
Accumulated other comprehensive loss | (39,390 | ) | (53,185 | ) | ||||
Treasury stock | (12,437 | ) | (10,461 | ) | ||||
Total shareholders’ equity | 327,043 | 344,349 | ||||||
Total liabilities and shareholders’ equity | ¥ | 727,593 | ¥ | 757,136 | ||||
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(2) Consolidated Statements of Operations
(In millions of yen except per share information)
Six months ended | ||||||||
September 30 | ||||||||
2005 | 2004 | |||||||
Revenues: | ||||||||
Operating revenue: | ||||||||
Net sales | ¥ | 344,613 | ¥ | 338,308 | ||||
Royalty revenue | 5,285 | 6,739 | ||||||
Total operating revenue | 349,898 | 345,047 | ||||||
Interest income | 1,252 | 790 | ||||||
Other income | 6,065 | 293 | ||||||
Total revenues | 357,215 | 346,130 | ||||||
Cost and expenses: | ||||||||
Cost of sales | 278,393 | 250,878 | ||||||
Selling, general and administrative expenses | 87,893 | 80,771 | ||||||
Interest expense | 720 | 689 | ||||||
Loss on sale and disposal of fixed assets | 443 | 125 | ||||||
Other deductions | 1,720 | 1,229 | ||||||
Total cost and expenses | 369,169 | 333,692 | ||||||
Income (loss) before income taxes | (11,954 | ) | 12,438 | |||||
Income taxes | (1,210 | ) | 5,544 | |||||
Minority interest in losses (earnings) of subsidiaries | 1,285 | (560 | ) | |||||
Equity in losses of affiliated companies | (2,802 | ) | (1,525 | ) | ||||
Net income (loss) | ¥ | (12,261 | ) | ¥ | 4,809 | |||
Net income (loss) per share: | ||||||||
Basic | ¥ | (70.29 | ) | ¥ | 27.41 | |||
Diluted | ¥ | (70.29 | ) | ¥ | 24.45 |
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(3) Consolidated Statements of Cash Flows
(In millions of yen)
Six months ended | ||||||||
September 30 | ||||||||
2005 | 2004 | |||||||
Operating activities: | ||||||||
Net income (loss) | ¥ | (12,261 | ) | ¥ | 4,809 | |||
Depreciation and amortization | 24,122 | 21,287 | ||||||
Decrease in trade receivables | 7,160 | 415 | ||||||
Increase in inventories | (14,635 | ) | (18,814 | ) | ||||
Increase in trade payables | 8,016 | 7,168 | ||||||
Increase (decrease) in other accrued liabilities | 2,737 | (11,185 | ) | |||||
Other | (13,919 | ) | (7,711 | ) | ||||
Net cash provided by (used in) operating activities | 1,220 | (4,031 | ) | |||||
Investing activities: | ||||||||
Payment for purchase of fixed assets | (19,282 | ) | (26,284 | ) | ||||
Payment for purchase of subsidiary | — | (36,615 | ) | |||||
Other | 7,357 | 338 | ||||||
Net cash used in investing activities | (11,925 | ) | (62,561 | ) | ||||
Financing activities: | ||||||||
Increase (decrease) in short-term borrowings and long-term debt | 2,866 | (3,034 | ) | |||||
Dividends paid | (2,180 | ) | (2,193 | ) | ||||
Other | (2,073 | ) | (323 | ) | ||||
Net cash used in financing activities | (1,387 | ) | (5,550 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | 2,609 | 3,659 | ||||||
Net decrease in cash and cash equivalents | (9,483 | ) | (68,483 | ) | ||||
Cash and cash equivalents, beginning of period | 116,681 | 192,419 | ||||||
Cash and cash equivalents, end of period | ¥ | 107,198 | ¥ | 123,936 | ||||
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Notes:
1. | The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). | |
2. | The consolidated financial statements include the accounts of the parent company and 126 subsidiaries and the investments in 5 affiliated companies accounted for on an equity basis. | |
3. | Computation of net income per share is based on Statements of Financial Accounting Standards No.128 “Earnings per Share.” | |
4. | Effective from the fiscal 2005 year-end presentation, the Company changed the format of the consolidated statements of operations from multiple-step form to single-step form, which shows income before taxes by deducting total expenses from total revenue. Previously reported amounts have been reclassified accordingly. | |
5. | Effective from the fiscal 2005 year-end presentation, the Company presented “Loss on sale and disposal of fixed assets” separately in the consolidated statements of operations, which was previously included in “Selling, general and administrative expenses.” Previously reported amounts have been restated accordingly. |
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NON-CONSOLIDATED FINANCIAL STATEMENTS
Pioneer Corporation — Parent Company Only
Pioneer Corporation — Parent Company Only
(1) Condensed Balance Sheets
(In millions of yen) | ||||||||
September 30 | ||||||||
2005 | 2004 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | ¥ | 46,162 | ¥ | 33,829 | ||||
Notes and accounts receivable—trade | 46,605 | 38,018 | ||||||
Marketable securities | — | 18,683 | ||||||
Inventories | 29,044 | 34,733 | ||||||
Other current assets | 31,020 | 64,070 | ||||||
Total current assets | 152,882 | 189,336 | ||||||
Fixed assets: | ||||||||
Tangible | 52,674 | 48,282 | ||||||
Intangible | 28,523 | 21,335 | ||||||
Investments and others | 208,751 | 204,768 | ||||||
Total fixed assets | 289,949 | 274,386 | ||||||
Total assets | ¥ | 442,782 | ¥ | 463,722 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities: | ||||||||
Notes and accounts payable—trade | ¥ | 53,827 | ¥ | 50,129 | ||||
Accrued expenses | 37,471 | 34,730 | ||||||
Other current liabilities | 15,350 | 26,766 | ||||||
Total current liabilities | 106,649 | 111,627 | ||||||
Long-term liabilities | 73,279 | 76,100 | ||||||
Total liabilities | 179,929 | 187,727 | ||||||
Shareholders’ equity | 262,852 | 275,995 | ||||||
Total liabilities and shareholders’ equity | ¥ | 442,782 | ¥ | 463,722 | ||||
Note: | Accumulated depreciation on tangible fixed assets on September 30, 2005 and 2004 was ¥90,192 million and ¥91,727 million, respectively. |
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(2) Condensed Statements of Operations
(In millions of yen except per share information) | ||||||||
Six months ended | ||||||||
September 30 | ||||||||
2005 | 2004 | |||||||
Net sales | ¥ | 245,819 | ¥ | 234,039 | ||||
Cost of sales | 213,720 | 191,874 | ||||||
Selling, general and administrative expenses | 41,592 | 41,981 | ||||||
Operating income (loss) | (9,493 | ) | 183 | |||||
Non-operating income—net | 54 | 2,098 | ||||||
Ordinary income (loss) | (9,439 | ) | 2,282 | |||||
Other income (expenses)—net | 357 | (0 | ) | |||||
Income (loss) before income taxes | (9,081 | ) | 2,281 | |||||
Income taxes | (3,709 | ) | 141 | |||||
Net income (loss) | ¥ | (5,371 | ) | ¥ | 2,140 | |||
Net income (loss) per share | ¥ | (30.80 | ) | ¥ | 12.19 |
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CONDITION OF SHAREHOLDERS AND SHARES
(as of September 30, 2005)
(as of September 30, 2005)
Number of Shares Issued | 180,063,836 shares |
Note: 5,638,433 shares held by the Company as treasury stock are included.
Distribution of Share-ownership
Number of | Number of Shares Held | |||||||||||
Shareholders | and its Percent to Total | |||||||||||
Financial institutions | 110 | 64,743 | thousand | (35.96 | %) | |||||||
Securities companies | 71 | 3,863 | (2.15 | ) | ||||||||
Other Japanese business corporations | 390 | 4,832 | (2.68 | ) | ||||||||
Foreign corporations and individuals | 397 | 63,784 | (35.42 | ) | ||||||||
Japanese individuals and others | 44,463 | 42,840 | (23.79 | ) | ||||||||
Total | 45,431 | 180,063 | thousand | (100.00 | %) |
Note: | Japanese individuals and others include 5,638 thousand shares held by the Company as treasury stock. |
Top Ten Largest Shareholders
Number of Shares Held | ||||||||
and its Percent to Total | ||||||||
Japan Trustee Services Bank, Ltd. (Trust Account) | 12,545 | thousand | (6.96 | %) | ||||
The Master Trust Bank of Japan, Ltd. (Trust Account) | 12,167 | (6.75 | ) | |||||
Societe Generale Paris SGOP/DAI Paris 6Z | 9,495 | (5.27 | ) | |||||
The Bank of Tokyo-Mitsubishi, Ltd. | 4,154 | (2.30 | ) | |||||
Mizuho Bank, Ltd. | 4,000 | (2.22 | ) | |||||
Trust & Custody Services Bank, Ltd. as trustee for Mizuho Bank, Ltd. Retirement Trust Accountre-entrusted by Mizuho Trust & Banking Co., Ltd. | 3,955 | (2.19 | ) | |||||
The Chase Manhattan Bank, N.A. London | 3,907 | (2.17 | ) | |||||
BNP Paribas Securities (Japan) Limited | 3,005 | (1.66 | ) | |||||
Pioneer Employee Share Ownership Plan | 2,636 | (1.46 | ) | |||||
Sumitomo Mitsui Banking Corporation | 2,589 | (1.43 | ) |
Note: | The Company holds 5,638 thousand shares as treasury stock. |
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Stock Exchange Listings | ||
Tokyo Stock Exchange Osaka Securities Exchange | New York Stock Exchange Euronext Amsterdam |
Price per Share and Volume of Shares Traded on the Tokyo Stock Exchange
High | Low | Volume | ||||||||||
(yen) | (yen) | (thousand shares) | ||||||||||
2002 | ||||||||||||
Oct. | 2,130 | 1,805 | 20,215 | |||||||||
Nov. | 2,430 | 2,045 | 32,263 | |||||||||
Dec. | 2,490 | 2,150 | 22,870 | |||||||||
2003 | ||||||||||||
Jan. | 2,405 | 2,070 | 21,562 | |||||||||
Feb. | 2,600 | 2,260 | 33,006 | |||||||||
Mar. | 2,620 | 2,390 | 24,271 | |||||||||
Apr. | 2,460 | 2,225 | 25,507 | |||||||||
May | 2,555 | 2,290 | 23,202 | |||||||||
June | 2,840 | 2,490 | 35,912 | |||||||||
July | 2,970 | 2,635 | 31,308 | |||||||||
Aug. | 2,815 | 2,515 | 27,317 | |||||||||
Sept. | 3,030 | 2,600 | 40,815 | |||||||||
Oct. | 2,820 | 2,505 | 30,938 | |||||||||
Nov. | 2,825 | 2,510 | 21,161 | |||||||||
Dec. | 2,995 | 2,645 | 25,249 | |||||||||
2004 | ||||||||||||
Jan. | 3,370 | 2,875 | 29,718 | |||||||||
Feb. | 3,270 | 2,930 | 31,103 | |||||||||
Mar. | 3,250 | 2,890 | 32,572 | |||||||||
Apr. | 3,390 | 3,000 | 32,597 | |||||||||
May | 3,120 | 2,660 | 37,352 | |||||||||
June | 2,880 | 2,635 | 37,811 | |||||||||
July | 2,850 | 2,310 | 30,442 | |||||||||
Aug. | 2,480 | 2,215 | 22,949 | |||||||||
Sept. | 2,535 | 2,240 | 34,245 | |||||||||
Oct. | 2,430 | 1,820 | 41,087 | |||||||||
Nov. | 2,020 | 1,882 | 42,410 | |||||||||
Dec. | 2,070 | 1,866 | 38,031 | |||||||||
2005 | ||||||||||||
Jan. | 2,055 | 1,890 | 29,702 | |||||||||
Feb. | 1,925 | 1,830 | 35,266 | |||||||||
Mar. | 2,015 | 1,827 | 43,851 | |||||||||
Apr. | 2,040 | 1,760 | 36,470 | |||||||||
May | 1,815 | 1,703 | 31,843 | |||||||||
June | 1,783 | 1,655 | 40,177 | |||||||||
July | 1,687 | 1,604 | 29,512 | |||||||||
Aug. | 1,785 | 1,634 | 34,869 | |||||||||
Sept. | 1,749 | 1,610 | 32,247 |
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December 1, 2005 |
To Our Shareholders
Notice Regarding Change in Management
The board of directors of Pioneer Corporation, at its meeting held on November 21, 2005, resolved to appoint Mr. Tamihiko Sudo, currently Executive Vice President and Representative Director, as its new President and Representative Director, effective as of January 1, 2006.
Mr. Kanya Matsumoto, currently Chairman and Representative Director, and I, currently President and Representative Director, will both assume new offices as Directors and Advisors, effective January 1, 2006.
This change in management reflects the responsibility we assume for the steep decline in our financial performance due to the smaller-than-planned number of units sold of plasma displays and DVD recorders, both strategic products.
Mr. Sudo has held various top executive posts, including president of Pioneer’s Mobile Entertainment Company (MEC) and Pioneer’s overseas subsidiary. He has a wealth of experience in managerial methods, and was project leader when MEC won the Japan Quality Award.
We will expedite restructuring of operations and seek to improve our business performance as soon as possible. We sincerely hope that you, our shareholders, will continue in your understanding and support of Pioneer.
Very truly yours, Kaneo Ito President and Representative Director Pioneer Corporation |