Mail Stop 0407
March 16, 2005
Via U.S. Mail and Fax (81 3 3495 4301)
Mr. Akira Niijima
Chief Financial Officer
Pioneer Corporation
4-1, Meguro 1 -Chome Meguro-Ku
Tokyo 152-8654, Japan
RE: Pioneer Corporation
Form 20-F for the fiscal year ended March 31, 2004
Filed on August 6, 2004
File No. 1-7616
Dear Mr. Niijima:
We have reviewed the above referenced filing and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934. Please address the following
comments in future filings. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 20-F for the year ended March 31, 2004
Item 5. Operating and Financial Review and Prospects
Critical accounting policies, page 34
1. Please refer to your discussion on the valuation of
inventories.
Tell us in more detail why you consider the valuation of
inventories,
allowance for doubtful accounts to be critical such that the
nature
of estimates or assumptions is material due to the levels of
subjectivity and judgment necessary to account for highly
uncertain
matters or the susceptibility of such matters to change; and the
impact of the estimates and assumptions on financial condition or
operating performance is material. Tell us and disclose in future
filings how accurate the estimates of the net realizable value
have
been in the past, and provide sensitivity analysis depicting
reasonably likely scenarios had other variables been chosen in the
determination of your estimates. Refer to SEC Interpretive Release
no. 33-8350 Commission Guidance Regarding Management`s Discussion
and
Analysis of Financial Condition and Results of Operations.
2. None of the critical accounting estimates that you include in
your
current disclosures include the sensitivity analysis or other
quantitative information as required per this release. Revise
your
disclosures to include sensitivity analysis and other quantitative
information when it is reasonably available. For additional
guidance, refer to Item 303 of Regulation S-K as well as the
Commission`s Interpretive Release on Management`s Discussion and
Analysis of Financial Condition and Results of Operation which is
located on our website at: http://www.sec.gov/rules/interp/33-
8350.htm.
Item 5 F. Tabular disclosure of contractual obligations, page 51
3. It appears that the table of contractual obligations includes
only
principal payments on debt and credit facilities. Revise the
table
to also include your obligations for interest payments on debt.
Item 15 Control and Procedures, page 88
4. We note your disclosure in second paragraph that "... there
have
been no significant changes in Pioneer`s internal controls or in
other factors that could significantly affect these controls
subsequent to the date our most recent evaluation of such
controls."
Supplementally, confirm whether there was any change in your
internal
control over financial reporting identified in connection with an
evaluation thereof that occurred during the period covered by the
annual report that has materially affected, or is reasonably
likely
to materially affect, your internal control over financial
reporting.
Please see Item 15(d) of Form 20-F. Please also revise your future
filings accordingly.
Financial Statements
Notes to Consolidated Financial Statements
Note 2. Summary of significant accounting policies
5. Tell us more in detail about your revenue recognition for
royalties. Explain to us how you recognize royalty revenues based
on
royalty statements from the licensees.
Inventories, page F-9
6. Please disclose the nature of cost elements included in the
finished goods and work in process inventories disclosed in Note 5
on
page F-15. Please refer to Rule 5-02.6(b) of Regulation S-X.
Sales incentives, page F-10
7. Your disclosure on sales incentives refers to your policy on
"certain costs incurred by the company in connection with
reseller`s
purchase or promotion"; however, we note on page 35 that you
provide
to your customers different types of sales incentives. In this
regard provide us with more details of these incentive programs
for
resellers and retailers. Tell us and expand your accounting
policy
for each of these types of arrangements (i.e., product discount,
volume-based rebates, consumer promotion.) Explain to us the
nature
of your estimates in relation to each of the incentive programs.
Also, tell us the nature of any other incentive, rebate,
cooperative
advertising or other promotional programs provided by the Company
to
its customers and how the company accounts for items, including
the
amounts involved.
* * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information. Please file your response
letter
on EDGAR. You may contact Gopal Dharia, Staff Accountant, at
(202)
942-1973 or Ivette Leon, Senior Staff Accountant, at (202) 942-
1982
if you have questions regarding comments on the financial
statements
and related matters. Please contact me at (202) 942-1990 with any
other questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Akira Niijima
Pioneer Corporation
March 16, 2005
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