UNITED STATES 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

PIONEER CORPORATION

(Translation of registrant’s name into English)

(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): 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)(7): o

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-

 

 

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: January 31, 2006
		By		/s/ Tamihiko Sudo
				Tamihiko Sudo
				President and Representative Director

This report on Form 6-K contains the following:

1.

The announcement released by the Company to the press in Japan dated January 31, 2006, concerning its consolidated third-quarter and nine-month business results, for the periods ended December 31, 2005.

		For Immediate Release January 31, 2006

Pioneer Announces Business Results for 3Q Fiscal 2006

TOKYO — Pioneer Corporation today announced its consolidated third-quarter and nine-month business results, for the periods ended December 31, 2005.

Consolidated Financial Highlights

		(In millions of yen except per share information)
						Three months												Nine months
		ended December 31												ended December 31
										% to												% to
										prior												prior
		2005				2004				year				2005				2004				year
Operating revenue		¥	227,665			¥	196,303				116.0	%		¥	577,563			¥	541,350				106.7	%
Operating income (loss)			5,028				1,806				278.4				(11,360	)			15,204				—
Income (loss) before income taxes			4,266				3,514				121.4				(39,603	)			15,952				—
Net income (loss)		¥	1,403			¥	1,785				78.6	%		¥	(56,641	)		¥	6,594				—	%
Net income (loss) per share:
Basic		¥	8.04			¥	10.17							¥	(324.73	)		¥	37.59
Diluted		¥	7.01			¥	8.98							¥	(324.73	)		¥	33.43

Note:		Effective from fiscal 2005 year-end presentation, the Company classified gains and losses on sale and disposal of fixed assets, which were previously included in “Operating costs and expenses,” into “Other income (expenses).” Previously reported amounts have been reclassified accordingly.

Consolidated Business Results

In the third quarter of fiscal 2006, the three months ended December 31, 2005, consolidated operating revenue rose 16.0% to a record ¥227,665 million (US$1,929.4 million), compared with the same period in the previous fiscal year, due to higher sales of plasma displays and car electronics products. In terms of profit, operating income was ¥5,028 million (US$42.6 million), 2.8 times higher than in the previous fiscal year’s third quarter. This increase was mainly supported by higher gross profit due to sales growth, although the cost-of-sales ratio deteriorated due to falling prices of core products. However, net income was down 21.4% at ¥1,403 million (US$11.9 million), mainly due to the impact of a foreign exchange loss and higher income taxes. As for exchange rates in the third quarter, the Japanese yen was weaker against the U.S. dollar and the euro by 9.7% and 1.6%, respectively, compared with the same period of the previous fiscal year.

In the third quarter, Home Electronics sales increased 11.7% year on year to ¥114,966 million (US$974.3 million). Plasma display sales rose by approximately 30%. This increase was mainly attributable to higher overseas sales, mainly in Europe and North America, on the back of stronger demand primarily for high-resolution models, despite lower sales in Japan where higher unit sales were insufficient to make up for falling prices arising from intensifying competition. In addition, higher sales of newly developed DVD drive units for camcorders were achieved. Meanwhile, sales of DVD recorders and players declined. In terms of segment sales in Japan and overseas, sales in Japan were down 11.4% at ¥27,405 million (US$232.2 million), while overseas sales were up 21.6% at ¥87,561 million (US$742.0 million).

     The operating loss in this segment improved to ¥1,733 million (US$14.7 million) from an operating loss of ¥2,822 million in the third quarter of the previous fiscal year. This mainly reflected the discontinuation of sales of cable TV set-top boxes in North America in fiscal 2005 due to deteriorating profitability.

Car Electronics sales climbed 21.7% to ¥84,403 million (US$715.3 million) compared with the same period a year earlier. Higher car audio product sales were posted both in consumer markets and on an OEM (original equipment manufacturing) basis. Consumer-market sales expanded primarily in Central and South America, and North America, while OEM sales rose primarily in Japan and North America. Car navigation system sales were also up, reflecting strong demand for Pioneer’s recent models in Japan’s consumer market, in addition to sales growth in North America. OEM sales represented 34% of total Car Electronics sales in the third quarter, compared with 35% in the same period a year earlier. In terms of segment sales in Japan and overseas, sales in Japan were 8.4% higher at ¥32,051 million (US$271.6 million), while overseas sales were up 31.5% at ¥52,352 million (US$443.7 million).

     Operating income in this segment rose 57.5% year on year to ¥4,795 million (US$40.6 million) due to higher sales.

In Patent Licensing, royalty revenue rose 40.5% year on year to ¥1,977 million (US$16.8 million). This increase was mainly attributable to revenue from contracts renewed with licensees, despite the impact of the expiration of some patents licensed to the optical disc industry.

     However, operating income in this segment decreased 14.8% to ¥1,176 million (US$10.0 million) compared with the third quarter of the previous fiscal year.

In the Others segment, sales rose 16.6% to ¥26,319 million (US$223.0 million). This increase was mainly due to higher sales of light-guiding plates for small LCDs (liquid crystal displays) and compact speaker units for cellular phones. Meanwhile, sales declined for factory automation systems and organic light-emitting diode (OLED) display panels. In terms of segment sales in Japan and overseas, sales in Japan were down 10.2% at ¥11,438 million (US$96.9 million), while overseas sales were up 51.2% at ¥14,881 million (US$126.1 million).

     The operating loss in this segment was ¥512 million (US$4.3 million), compared with an operating loss of ¥69 million in the third quarter of the previous fiscal year. This mainly reflected deteriorating profitability related to falling sales of factory automation systems.

For the nine-month period ended December 31, 2005, consolidated operating revenue rose 6.7% year on year to ¥577,563 million (US$4,894.6 million), while the Company reported a net loss of ¥56,641 million (US$480.0 million) for the period, compared with net income of ¥6,594 million in the corresponding period of the previous fiscal year.

Note:		Operating income (loss) in each business segment represents operating income (loss) before elimination of intersegment transactions.

Cash Flows

During the nine-month period ended December 31, 2005, operating activities provided net cash of ¥21,891 million (US$185.5 million). Despite the net loss of ¥56,641 million (US$480.0 million) for the period, adjustments for non-cash expenses such as depreciation and amortization of ¥35,422 million (US$300.2 million), impairment losses of ¥32,543 million (US$275.8 million) recognized for property, plant and equipment mainly for plasma display production, and equity in losses of affiliated companies of ¥25,132 million (US$213.0 million) resulted in a positive net cash flow. Meanwhile, investing activities used net cash of ¥18,144 million (US$153.8 million). This reflected ¥26,331 million (US$223.1 million) for car electronics- and plasma display-related capital expenditures and other investments, partially offset by proceeds of ¥6,961 million (US$59.0 million) from the sale of investment securities. Financing activities used net cash of ¥20,672 million (US$175.2 million), mainly for the redemption of bonds and dividend payments. Consequently, cash and cash equivalents at December 31, 2005 were ¥12,175 million (US$103.2 million) lower than at March 31, 2005.

Business Forecasts for Fiscal 2006

Consolidated business forecasts for fiscal 2006, ending March 31, 2006, have not been changed from those announced on December 8, 2005, as shown below. We assume average yen-U.S. dollar and yen-euro exchange rates of ¥110 and ¥135, respectively, for the remainder of fiscal 2006.

						(In millions of yen)
		Projections for				Results for
		fiscal 2006				fiscal 2005
Operating revenue		¥	770,000			¥	733,648
Operating income (loss)			(25,000	)			2,592
Loss before income taxes			(73,000	)			(187	)
Net loss		¥	(87,000	)		¥	(8,789	)

Cautionary Statement with Respect to Forward-Looking Statements

Statements made in this release with respect to our current plans, estimates, strategies and beliefs, and other statements that are not historical facts are forward-looking statements about our future performance. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. We caution that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, and therefore you should not place undue reliance on them. You also should not believe that it is our obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We disclaim any such obligation. Risks and uncertainties that might affect us include, but are not limited to, (i) general economic conditions in our markets, particularly levels of consumer spending; (ii) exchange rates, particularly between the yen and the U.S. dollar, euro, and other currencies in which we make significant sales or in which our assets and liabilities are denominated; (iii) our ability to continue to design and develop and win acceptance of our products and services, which are offered in highly competitive markets characterized by continual new product introductions, rapid developments in technology, severe price competition and subjective and changing consumer preferences; (iv) our ability to successfully implement our business strategies; (v) our ability to compete, and develop and implement successful sales and distribution strategies in light of technological developments in and affecting our businesses; (vi) our continued ability to devote sufficient resources to research and development, and capital expenditure; (vii) our ability to continuously enhance our brand image; (viii) the success of our joint ventures and alliances; (ix) the success of our business restructuring plans; and (x) the outcome of contingencies.

Pioneer Corporation is a leading global manufacturer of consumer- and business-use electronics products such as audio, video and car electronics. Its shares are traded on the Tokyo Stock Exchange.

#       #       #      #       #       #

The U.S. dollar amounts in this release represent translations of Japanese yen, for convenience only, at the rate of ¥118=US$1.00, the approximate rate on December 31, 2005.

Attached are consolidated financial statements for the three months and nine months ended December 31, 2005.

For further information, please contact:
Investor Relations Department, Corporate Branding and Communications Division
Pioneer Corporation, Tokyo
Phone: +81-3-3495-6774 / Fax: +81-3-3495-4301
E-mail: pioneer_ir@post.pioneer.co.jp
IR Website: http://www.pioneer.co.jp/ir-e/

Pioneer Corporation and Subsidiaries

(1) OPERATING REVENUE BY SEGMENT

																		(In millions of yen)
		Three months ended December 31
		2005								2004								% to
		Amount				% to total				Amount				% to total				prior year
Domestic		¥	27,405				12.0	%		¥	30,929				15.8	%			88.6	%
Overseas			87,561				38.5				72,014				36.6				121.6
Home Electronics			114,966				50.5				102,943				52.4				111.7
Domestic			32,051				14.1				29,578				15.1				108.4
Overseas			52,352				23.0				39,797				20.2				131.5
Car Electronics			84,403				37.1				69,375				35.3				121.7
Domestic			—				—				—				—				—
Overseas			1,977				0.9				1,407				0.7				140.5
Patent Licensing			1,977				0.9				1,407				0.7				140.5
Domestic			11,438				5.0				12,733				6.4				89.8
Overseas			14,881				6.5				9,845				5.2				151.2
Others			26,319				11.5				22,578				11.6				116.6
Domestic			70,894				31.1				73,240				37.3				96.8
Overseas			156,771				68.9				123,063				62.7				127.4
Total		¥	227,665				100.0	%		¥	196,303				100.0	%			116.0	%

																		(In millions of yen)
		Nine months ended December 31
		2005								2004								% to
		Amount				% to total				Amount				% to total				prior year
Domestic		¥	63,473				11.0	%		¥	67,847				12.5	%			93.6	%
Overseas			196,451				34.0				167,569				31.0				117.2
Home Electronics			259,924				45.0				235,416				43.5				110.4
Domestic			88,228				15.3				91,362				16.9				96.6
Overseas			156,528				27.1				132,338				24.4				118.3
Car Electronics			244,756				42.4				223,700				41.3				109.4
Domestic			—				—				—				—				—
Overseas			7,262				1.3				8,146				1.5				89.1
Patent Licensing			7,262				1.3				8,146				1.5				89.1
Domestic			31,356				5.4				38,014				7.0				82.5
Overseas			34,265				5.9				36,074				6.7				95.0
Others			65,621				11.3				74,088				13.7				88.6
Domestic			183,057				31.7				197,223				36.4				92.8
Overseas			394,506				68.3				344,127				63.6				114.6
Total		¥	577,563				100.0	%		¥	541,350				100.0	%			106.7	%

Pioneer Corporation and Subsidiaries

(2) CONSOLIDATED STATEMENTS OF OPERATIONS

										(In millions of yen)
		Three months ended December 31
										% to
		2005				2004				prior year
Operating revenue:
Net sales		¥	225,688			¥	194,896				115.8	%
Royalty revenue			1,977				1,407				140.5
Total operating revenue			227,665				196,303				116.0
Operating costs and expenses:
Cost of sales			176,525				149,418				118.1
Selling, general and administrative expenses			46,112				45,079				102.3
Total operating costs and expenses			222,637				194,497				114.5
Operating income			5,028				1,806				278.4
Other income (expenses):
Interest income			737				530				139.1
Foreign exchange gain (loss)			(1,193	)			1,512				—
Interest expense			(307	)			(506	)			60.7
Other—net			1				172				0.6
Total other income (expenses)			(762	)			1,708				—
Income before income taxes			4,266				3,514				121.4
Income taxes			2,651				1,090				243.2
Minority interest in earnings of subsidiaries			(242	)			(65	)			372.3
Equity in earnings (losses) of affiliated companies			30				(574	)			—
Net income		¥	1,403			¥	1,785				78.6	%

										(In millions of yen)
		Nine months ended December 31
										% to
		2005				2004				prior year
Operating revenue:
Net sales		¥	570,301			¥	533,204				107.0	%
Royalty revenue			7,262				8,146				89.1
Total operating revenue			577,563				541,350				106.7
Operating costs and expenses:
Cost of sales			454,918				400,296				113.6
Selling, general and administrative expenses			134,005				125,850				106.5
Total operating costs and expenses			588,923				526,146				111.9
Operating income (loss)			(11,360	)			15,204				—
Other income (expenses):
Interest income			1,989				1,320				150.7
Foreign exchange gain (loss)			(2,258	)			351				—
Interest expense			(1,027	)			(1,195	)			85.9
Other—net			(26,947	)			272				—
Total other income (expenses)			(28,243	)			748				—
Income (loss) before income taxes			(39,603	)			15,952				—
Income taxes			(4,164	)			6,634				—
Minority interest in losses (earnings) of subsidiaries			3,926				(625	)			—
Equity in losses of affiliated companies			(25,128	)			(2,099	)			1,197.1
Net income (loss)		¥	(56,641	)		¥	6,594				—	%

Pioneer Corporation and Subsiaries

(3) CONSOLIDATED BALANCE SHEETS

														(In millions of yen)
		December 31												March 31
										Increase/								Increase/
		2005				2004				(Decrease)				2005					(Decrease)
ASSETS
Current assets:
Cash and cash equivalents		¥	104,506			¥	115,607			¥	(11,101	)		¥	116,681			¥	(12,175	)
Trade receivables, less allowance			151,396				128,473				22,923				132,176				19,220
Inventories			116,228				131,974				(15,746	)			109,015				7,213
Others			77,498				71,356				6,142				69,024				8,474
Total current assets			449,628				447,410				2,218				426,896				22,732
Investments and long-term receivables			30,384				31,001				(617	)			28,828				1,556
Property, plant and equipment, less depreciation			168,110				208,307				(40,197	)			210,145				(42,035	)
Intangible assets			21,850				25,362				(3,512	)			24,052				(2,202	)
Other assets			42,810				38,940				3,870				35,246				7,564
Total assets		¥	712,782			¥	751,020			¥	(38,238	)		¥	725,167			¥	(12,385	)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt		¥	46,936			¥	50,385			¥	(3,449	)		¥	52,428			¥	(5,492	)
Trade payables			116,873				104,962				11,911				96,335				20,538
Others			110,509				94,004				16,505				102,407				8,102
Total current liabilities			274,318				249,351				24,967				251,170				23,148
Long-term debt			88,470				86,416				2,054				81,219				7,251
Other long-term liabilities			41,685				59,302				(17,617	)			42,371				(686	)
Minority interests			14,716				17,941				(3,225	)			18,168				(3,452	)
Shareholders’ equity:
Common stock			49,049				49,049				—				49,049				—
Capital surplus			82,872				82,674				198				82,735				137
Retained earnings			202,607				278,119				(75,512	)			260,556				(57,949	)
Accumulated other comprehensive income (loss)			(28,495	)			(61,366	)			32,871				(47,669	)			19,174
Treasury stock			(12,440	)			(10,466	)			(1,974	)			(12,432	)			(8	)
Total shareholders’ equity			293,593				338,010				(44,417	)			332,239				(38,646	)
Total liabilities and shareholders’ equity		¥	712,782			¥	751,020			¥	(38,238	)		¥	725,167			¥	(12,385	)
Breakdown of accumulated other comprehensive income (loss):
Minimum pension liability adjustments		¥	(11,620	)		¥	(21,752	)		¥	10,132			¥	(11,186	)		¥	(434	)
Net unrealized holding gain on securities			10,216				8,743				1,473				8,250				1,966
Cumulative foreign currency translation adjustments			(27,091	)			(48,357	)			21,266				(44,733	)			17,642
Total accumulated other comprehensive income (loss)		¥	(28,495	)		¥	(61,366	)		¥	32,871			¥	(47,669	)		¥	19,174

- 7 -

Pioneer Corporation and Subsidiaries

(4) CONSOLIDATED STATEMENTS OF CASH FLOWS

										(In millions of yen)
		Three months								Nine months
		ended December 31								ended December 31
		2005				2004				2005				2004
I. Operating activities:
Net income (loss)		¥	1,403			¥	1,785			¥	(56,641	)		¥	6,594
Depreciation and amortization			11,300				14,353				35,422				35,640
Increase in trade receivables			(21,598	)			(10,113	)			(14,438	)			(9,698	)
(Increase) decrease in inventories			13,247				1,147				(1,388	)			(17,667	)
Increase in trade payables			9,981				6,264				17,997				13,432
Increase (decrease) in other accrued liabilities			3,513				(4,323	)			6,250				(15,508	)
Other			2,825				(2,128	)			34,689				(9,839	)
Net cash provided by operating activities			20,671				6,985				21,891				2,954
II. Investing activities:
Payment for purchase of fixed assets			(7,049	)			(19,194	)			(26,331	)			(45,478	)
Payment for purchase of subsidiary			—				(64	)			—				(36,679	)
Other			830				(290	)			8,187				48
Net cash used in investing activities			(6,219	)			(19,548	)			(18,144	)			(82,109	)
III. Financing activities:
Increase (decrease) in short-term borrowings and long-term debt			(17,058	)			9,802				(14,192	)			6,768
Dividends paid			(1,308	)			(2,193	)			(3,488	)			(4,386	)
Other			(919	)			(105	)			(2,992	)			(428	)
Net cash provided by (used in) financing activities			(19,285	)			7,504				(20,672	)			1,954
Effect of exchange rate changes on cash and cash equivalents			2,141				(3,270	)			4,750				389
Net decrease in cash and cash equivalents			(2,692	)			(8,329	)			(12,175	)			(76,812	)
Cash and cash equivalents, beginning of period			107,198				123,936				116,681				192,419
Cash and cash equivalents, end of period		¥	104,506			¥	115,607			¥	104,506			¥	115,607
Free cash flow (I + II)		¥	14,452			¥	(12,563	)		¥	3,747			¥	(79,155	)

Pioneer Corporation and Subsidiaries

(5) SEGMENT INFORMATION

The following segment information is prepared pursuant to the regulations under the Securities and Exchange Law of Japan.

<Business Segments>

		(In millions of yen)
		Three months ended December 31
		2005								2004								% to prior year
		Operating				Operating				Operating				Operating				Operating				Operating
		Revenue				Income				Revenue				Income				Revenue				Income
Home Electronics		¥	115,632			¥	(1,733	)		¥	103,253			¥	(2,822	)			112.0	%			—	%
Car Electronics			84,808				4,795				69,668				3,044				121.7				157.5
Patent Licensing			2,047				1,176				1,805				1,381				113.4				85.2
Others			36,729				(512	)			32,243				(69	)			113.9				—
Total			239,216				3,726				206,969				1,534				115.6				242.9
Corporate and Eliminations			(11,551	)			1,302				(10,666	)			272				—				478.7
Consolidated		¥	227,665			¥	5,028			¥	196,303			¥	1,806				116.0	%			278.4	%

		(In millions of yen)
		Nine months ended December 31
		2005								2004								% to prior year
		Operating				Operating				Operating				Operating				Operating				Operating
		Revenue				Income				Revenue				Income				Revenue				Income
Home Electronics		¥	261,404			¥	(27,301	)		¥	237,004			¥	(7,112	)			110.3	%			—	%
Car Electronics			245,932				13,005				224,670				14,018				109.5				92.8
Patent Licensing			7,371				5,145				9,385				7,973				78.5				64.5
Others			95,924				(1,832	)			103,439				1,966				92.7				—
Total			610,631				(10,983	)			574,498				16,845				106.3				—
Corporate and Eliminations			(33,068	)			(377	)			(33,148	)			(1,641	)			—				—
Consolidated		¥	577,563			¥	(11,360	)		¥	541,350			¥	15,204				106.7	%			—	%

Notes:

	1.		The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
	2.		The consolidated financial statements include the accounts of the parent company and 125 subsidiaries and the investments in 5 affiliated companies accounted for on an equity basis.
	3.		Effective from fiscal 2005 year-end presentation, operating income (loss) is presented as net sales less cost of sales, selling, general and administrative expenses in order to be consistent with generally accepted financial reporting practice in Japan. The Company believes that such presentation is useful for comparison of the Company’s financial results with those of other Japanese companies. Under the U.S. GAAP, business restructuring expenses and losses on impairment of long-lived assets as well as gains and losses on sale and disposal of fixed assets included in “Other—net” are included in operating income (loss). Previously reported amounts in the consolidated statements of operations and segment information have been reclassified accordingly.
	4.		Effective from this fiscal 2006, 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.” Corresponding figures for the previously reported operating revenue by segment and segment information have been reclassified accordingly.