UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE ~~13A~~13a-16 OR ~~15D~~15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~June~~July, 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-____________

TABLE OF CONTENTS

SIGNATURES ~~Convocation~~ Notice of Resolutions at the 59th Ordinary General Meeting of Shareholders THE 59TH BUSINESS REPORT ~~(from~~For ~~April~~the 1,Annual ~~2004,~~Period toEnded March 31, 2005) ~~CONSOLIDATED~~Pioneer ~~BALANCE~~to ~~SHEET~~Issue ~~CONSOLIDATED~~Share ~~STATEMENT~~Acquisition OFRights ~~OPERATIONS~~to ~~AUDIT~~be ~~REPORT~~Granted BYas ~~ACCOUNTING~~Stock ~~AUDITOR~~Options ONDetermination ~~CONSOLIDATED~~of ~~FINANCIAL~~Final ~~STATEMENTS~~Terms ~~(COPY)~~of ~~AUDIT~~Share ~~REPORT~~Acquisition BYRights ~~THE~~to ~~BOARD~~be OFGranted ~~CORPORATE~~as ~~AUDITORS~~Stock ON CONSOLIDATED FINANCIAL STATEMENTS (COPY) BALANCE SHEET (Non-Consolidated) STATEMENT OF OPERATIONS (Non-Consolidated) PROPOSAL OF APPROPRIATION OF UNAPPROPRIATED RETAINED EARNINGS AUDIT REPORT BY ACCOUNTING AUDITOR (COPY) AUDIT REPORT BY THE BOARD OF CORPORATE AUDITORS (COPY) REFERENCE DOCUMENT FOR THE EXERCISE OF THE VOTING RIGHTOptions

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
	PIONEER CORPORATION(Registrant)
	(Registrant)
Date: July 11, 2005	By	/s/ Kaneo Ito
Date: June 7, 2005	By	/s/ Kaneo Ito
		Kaneo Ito
		Kaneo Ito
		President and Representative Director

This report on Form 6-K contains the ~~following~~followings:

1. The English-translated ~~Convocation~~Resolution Notice ofpassed at the 59th Ordinary General Meeting of Shareholders of common stock of the Company ~~to be~~ held on June 29, 2005. 2. The English-translated Business Report, for the fiscal year ended March 31, 2005. 3. The announcement released by the Company to the press in Japan dated June 30, 2005, concerning issue of share acquisition rights for the purpose of granting stock options. 4. The announcement released by the Company to the press in Japan dated July 8, 2005, concerning the determination of final terms of share acquisition rights to be granted as stock options.

(~~Summarized~~ Translation)

~~Convocation Notice~~ June of29, ~~the 59th Ordinary General Meeting of Shareholders~~2005

~~PIONEER~~To ~~CORPORATION~~Our Shareholders:

~~TOKYO,~~Notice ~~JAPAN~~of Resolutions at the 59th Ordinary General Meeting of Shareholders

~~(Stock~~We ~~code~~take ~~6773,~~pleasure ~~ISIN~~in ~~JP3780200006)~~informing you that the matters were reported on or acted upon as described hereunder at the 59th Ordinary General Meeting of Shareholders of the Company held on June 29, 2005.

Note: This is a summarized translation of the original convocation notice written in the Japanese language.

May 31, 2005

To Shareholders:

Convocation Notice of the 59th Ordinary General Meeting of Shareholders

Notice is hereby given that the 59th Ordinary General Meeting of Shareholders of the Company will be held as described hereunder and your attendance is cordially requested.

You are entitled to vote in writing if you are unable to attend the meeting in person. In this regard, we cordially request that you study the reference document annexed hereto, and indicate your approval or disapproval of the proposal on the enclosed voting directive form, impress your seal thereon, and return it to us no later than June 28, 2005, Japan time.

If you attend the meeting in person, please submit the enclosed voting directive form at the reception desk of the meeting.


		Very truly yours, Kaneo Ito President and Representative Director Pioneer Corporation 4-1, Meguro 1-chome, Meguro-ku, Tokyo

Description

1.Matters ~~Date~~reported ~~and time: 10:00 a.m.~~ on ~~Tuesday, June 29, 2005, Japan time~~:

1. The Business Report, Balance Sheet and Statement of Operations for the 59th Accounting Period (from April 1, 2004, to March 31, 2005) 2. ~~Place:~~Consolidated ~~MEGURO~~Balance ~~GAJOEN~~Sheet, Consolidated Statement of Operations, and Audit Reports for Consolidated Financial Statements by Accounting Auditor and Corporate Auditor 3. Results of Repurchase of Own Shares Pursuant to the Articles of Incorporation

~~8-1,~~Matters ~~Shimomeguro~~acted ~~1-chome, Meguro-ku, Tokyo~~upon:

3Agenda Item No. ~~Matters~~1. ~~constituting~~Approval ~~the~~of ~~object~~Proposal of Appropriation of Unappropriated Retained Earnings for the ~~meeting:~~59th Accounting Period

~~Matters~~It was approved as proposed to bepay ~~reported~~a ~~on:~~year-end cash dividend at the ratio of 12.5 yen per share of common stock.

1.Agenda ~~Reports~~Item onNo. ~~the~~2. ~~Business~~Election ~~Report, Balance Sheet and Statement~~ of ~~Operation~~Thirteen ~~for the 59th Accounting Period~~ (~~from April 1, 2004, to March 31, 2005~~13), 2.Individuals ~~Consolidated~~as Balance Sheet, Consolidated Statement of Operation, and Audit Reports for Consolidated Financial Statements by Accounting Auditor and Corporate Auditor 3. Results of Repurchase of Own Shares Pursuant to the Articles of IncorporationDirectors

~~Matters~~As toproposed, beMessrs. ~~acted~~Kanya ~~on:~~Matsumoto, Kaneo Ito, Tamihiko Sudo, Akira Niijima, Hajime Ishizuka, Osamu Yamada, Tadahiro Yamaguchi, Satoshi Matsumoto, Koichi Shimizu, Yoichi Sato, Akira Haeno, Tatsuhiro Ishikawa and Shunichi Sato were elected. All those elected assumed their offices, respectively.

	Agenda Item No. 1.		Approval of Proposal of Appropriation of Unappropriated Retained Earnings for the 59th Accounting Period
	Agenda Item No. 2.		Election of Thirteen (13) Individuals as Directors
	Agenda Item No. 3.		Presentation of Retirement Allowance to a Retiring Director
	Agenda Item No. 4.		Issue of Share Acquisition Rights for the Purpose of Granting Stock Options (For the substance of the agenda, see “REFERENCE DOCUMENT FOR THE EXERCISE OF THE VOTING RIGHT” on pages 38 to 39.)

Agenda Item No. 3. Presentation of Retirement Allowance to a Retiring Director

~~Note:~~It ~~The~~was ~~Notice~~approved ofas ~~Resolutions~~proposed atto present the ~~59th~~retirement ~~Ordinary~~allowance ~~General~~to ~~Meeting~~Mr. Takashi Kobayashi, who retired from the office of ~~Shareholders~~Director, ~~will~~for behis ~~available~~services onrendered ~~and~~during ~~after~~his ~~June~~term ~~29,~~in ~~2005~~office, ~~Japan~~within a reasonable amount in accordance with the existing regulations of the Company; it was also resolved to leave the determination of the exact amount, time, ~~after~~method, etc. of the ~~meeting~~presentation ~~at:~~to ~~http://www~~the resolution of the Board of Directors.~~pioneer.co.jp/corp/ir/shareholder/meeting/index-e.html~~

Agenda Item No. 4. Issue of Share Acquisition Rights for the Purpose of Granting Stock Options

It was approved as proposed, pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code of Japan, to issue to directors, executive officers and employees of the Company and directors of its subsidiaries share acquisition rights upon exercise of which a maximum of 350,000 shares of common stock of the Company is to be issued or transferred in lieu of such issuance.

# # #

Please be advised that at the Board of Directors’ meeting held after the Shareholders’ Meeting a resolution was made to appoint Mr. Tamihiko Sudo as Executive Vice President and Representative

Director, Mr. Osamu Yamada as Senior Managing Director, and Messrs. Yoichi Sato and Akira Haeno as Managing Directors. All those elected assumed their offices, respectively.

Accordingly, the Company’s Directors and Corporate Auditors are currently as follows:


*	Chairman	Kanya Matsumoto	Managing Director	Akira Haeno
*	President	Kaneo Ito	Director	Tatsuhiro Ishikawa
*	Executive Vice President	Tamihiko Sudo	Director	Shunichi Sato
*	Senior Managing Director	Akira Niijima
*	Senior Managing Director	Hajime Ishizuka	Corporate Auditor (full time)	Makoto Koshiba
	Senior Managing Director	Osamu Yamada	Corporate Auditor (full time)	Shinji Yasuda
	Managing Director	Tadahiro Yamaguchi	Corporate Auditor	Terumichi Tsuchida
	Managing Director	Satoshi Matsumoto	Corporate Auditor	Isao Moriya
	Managing Director	Koichi Shimizu	Corporate Auditor	Keiichi Nishikido
	Managing Director	Yoichi Sato
*	Representative Director

In addition, at the above Board of Directors’ meeting, Messrs. Kaoru Sato, Keiichi Yamauchi and Kazumi Kuriyama were newly elected as Executive Officers, and all those elected assumed their offices, respectively.

Accordingly, the Company’s Executive Officers are currently as follows:


Senior Managing Executive Officer	Masaru Saotome	Executive Officer	Chojuro Yamamitsu
Senior Managing Executive Officer	Kazunori Yamamoto	Executive Officer	Kenji Sato
Senior Executive Officer	Seiichiro Kurihara	Executive Officer	Susumu Kotani
Senior Executive Officer	Masao Kawabata	Executive Officer	Tsutomu Haga
Senior Executive Officer	Yoshio Taniyama	Executive Officer	Kenji Tokuyama
Senior Executive Officer	Hideki Okayasu	Executive Officer	Kaoru Sato
Executive Officer	Buntarou Nishikawa	Executive Officer	Keiichi Yamauchi
Executive Officer	Osamu Takada	Executive Officer	Kazumi Kuriyama
Executive Officer	Sumitaka Matsumura

# # #

(TRANSLATION)

THE 59TH BUSINESS REPORT

For the Annual Period Ended March 31, 2005

This is a translation of the original Business Report written in the Japanese
language, prepared primarily for the benefit and information
of shareholders of the Company’s common stock.

PIONEER CORPORATION
Tokyo, Japan

TO OUR SHAREHOLDERS

During the 59th annual accounting period, ended March 31, 2005, consolidated operating revenue of Pioneer Corporation was ¥733,648 million, up 4.7% over the previous year.

The Company posted net loss of ¥8,789 million, compared with net income of ¥24,838 million recorded in the previous year, due mainly to decreased gross profit margin resulting from intensified price competition for our major products. In addition, impairment losses of carrying value of certain production facilities and losses in connection with withdrawal from the North American cable TV set-top box business were recognized.

Year-end dividend payments were set at ¥12.5 per share of common stock, the same amount as in the previous year. Adding this to the interim dividend paid last December brings the total annual cash dividend to ¥25, the same amount as in the previous year.

The business environment remains severe, characterized by uncertain economic conditions in our major markets — Japan, North America and Europe — lower prices and harsher competition beyond our projections in our major product categories, and exchange rate fluctuations. To cope with the situation and recover profitability quickly, we are advancing cost reduction efforts among the group companies. At the same time, we are focusing our resources in our strategic businesses.

We are reviewing our production system and the reduction of product models to reduce costs on a global scale. In addition, we are reducing inventory in the whole process from parts procurement to marketing through our supply chain management. We will also adjust staffing to more appropriate levels throughout the group companies.

In our plasma display business, competition is getting severer while demand is steadily expanding. To cope, we are integrating our

technologies with those of our new manufacturing subsidiary, which joined the Pioneer Group in October 2004, and raising the yield rate and reducing the number of parts. To enhance our products’ competitiveness, we are also reducing product power consumption levels and developing high-quality full-specification high-definition plasma TVs.

In the DVD business, markets for DVD recorders, especially those with hard disk drives (HDDs), and recordable DVD drives for personal computers (PCs) are rapidly growing. On the other hand, prices are getting lower and competition is getting harsher. Therefore, we are speeding up new product development cycles so that our products are more in sync with market trends. We are continuing full-fledged efforts to cut costs and reduce inventory by integrating production from laser pickups to finished products in China. We are also expanding sales of drive units for DVD recorders to other manufacturers on an OEM (original equipment manufacturing) basis.

Our car electronics business aims to widen its lead in the consumer and OEM markets. Our car navigation systems enjoy an excellent reputation in Japan, and we also intend to expand this business in Europe and North America, where our sales of these systems have been steadily growing. In the car audio business, we plan to fortify our strong position with distinctive new products, and maintain our sales drive in such growing markets as China and Central and South America.

We appreciate the support that shareholders have always given us, and look forward to more of it. And we will keep doing everything in our power to improve shareholder value.

June 2005
Tokyo, Japan


		Kaneo Ito President and Representative Director

~~ATTACHED~~CONSOLIDATED ~~DOCUMENT~~OPERATING TOREVENUE ~~THE~~BY ~~CONVOCATION~~BUSINESS ~~NOTICE~~SEGMENT ~~OF THE GENERAL MEETING OF SHAREHOLDERS~~

~~BUSINESS~~Percent ~~REPORT~~of ~~(from~~Operating ~~April 1, 2004, to March 31, 2005)~~Revenue

1.		OUTLINE OF BUSINESS OPERATIONS
(1)		Principal Substance of Business
		The Company engages primarily in the manufacture and sales of home electronics and car electronics products, and all businesses incidental and related to the businesses mentioned above.
		The following table sets forth the principal products of the Company and the ratio of operating revenue by segment to total operating revenue:

Year ended March 31

(PERCENT OF OPERATING REVENUE)

	Principal Products	Ratio of Sales by Segment
Segment	in Each Segment	to Total Sales
		59th Accounting			58th Accounting
		Period			Period
Home Electronics	DVD players, DVD recorders, recordable DVD drives, DVD-ROM drives, home-use plasma displays, stereo systems, individual stereo components, and equipment for cable-TV systems, and telephones		41.1	%		40.2	%
Car Electronics	Car Stereos, car AV systems, car speakers and car navigation systems		41.4	%		41.7	%
Patent Licensing	Licensing of patents related primarily to laser optical disc technologies		1.4	%		1.7	%
Others	Business-use plasma displays, business-use AV systems, organic light-emitting diode (OLED) display panels, factory automation systems, and devices and parts		16.1	%		16.4	%

Home Electronics

This segment includes DVD players, DVD recorders, recordable DVD drives, DVD-ROM drives, home-use plasma displays, stereo systems, individual stereo components, equipment for cable TV systems and telephones.

Sales in the Home Electronics segment increased 7.0% to ¥301,228 million from the previous year.

In Japan, sales rose 11.6% to ¥87,954 million, primarily due to a large increase in sales of plasma displays, including the expansion of our OEM product sales, despite decreased sales of recordable DVD drives for PCs, DVD recorders and audio products.

Overseas sales also rose 5.2% to ¥213,274 million, due to an increase in sales worldwide of plasma displays and DVD recorders, despite a decrease in sales of audio products and DVD players worldwide and recordable DVD drives in Europe and North America, as well as the withdrawal from our cable TV set-top box business in North America.

~~(2)~~Car ~~Result of Business Operations and Addressing Current Challenges~~Electronics

~~(a)~~This ~~Result~~segment ofincludes ~~Business~~car ~~Operations:~~stereos, ~~Operating~~car ~~Revenue~~AV by(audio/video) ~~Segment~~systems, car speakers and car navigation systems.

	Accounting Period				% to
	59th		58th		prior year
	(In millions of yen)
Domestic		87,954		78,798		111.6
Overseas		213,274		202,684		105.2
Home Electronics		301,228		281,482		107.0
Domestic		120,260		121,708		98.8
Overseas		183,150		170,479		107.4
Car Electronics		303,410		292,187		103.8
Domestic		—		—		—
Overseas		10,237		11,821		86.6
Patent Licensing		10,237		11,821		86.6
Domestic		53,935		62,792		85.9
Overseas		64,838		52,603		123.3
Others		118,773		115,395		102.9
Domestic		262,149		263,298		99.6
Overseas		471,499		437,587		107.7
Total		733,648		700,885		104.7

Sales in the Car Electronics segment increased to ¥303,410 million, up 3.8% from the previous year.

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.		Operating revenue in Patent Licensing segment consists of royalty revenue of the Company’s U.S. subsidiary.

In Japan, sales decreased 1.2% to ¥120,260 million, influenced by decreased sales of car navigation systems in the consumer market. This offset an increase in sales of car navigation systems in the OEM market, reflecting shifting demand from the consumer market to the OEM market.

~~During~~ Overseas the 59th accounting period, ended March 31, 2005, consolidated operating revenue was 733,648 million yen, up 4.7% over the previous year. However, a net loss of 8,789 million yen was posted, compared with net income of 24,838 million yen for the previous year. During the period under review, the average value of the yen was 5.1% higher against the U.S. dollar, and 1.9% lower against the euro, compared with the previous year. Home Electronics sales increased 7.04% to ~~301~~¥183,~~228~~ 150 million ~~yen from the previous year. In Japan~~, ~~sales rose 11.6% to 87,954 million yen, primarily~~ due to aincreased ~~large increase in~~ sales of ~~plasma~~car ~~displays,~~audio products ~~including~~for the ~~expansion of our~~ OEM ~~(original~~market ~~equipment manufacturing) product sales, despite decreased sales of recordable DVD drives for personal computers (PCs), DVD recorders~~ and ~~audio~~car ~~products.~~navigation ~~Overseas~~systems ~~sales rose 5.2% to 213,274 million yen, due to an increase~~ in ~~sales~~Europe ~~worldwide of plasma displays~~ and ~~DVD recorders~~North America, ~~despite~~and ~~a decrease in sales~~ of car audio products ~~and~~for ~~DVD players worldwide, recordable DVD drives and DVD-ROM drives in Europe, as well as~~ the ~~withdrawal~~consumer ~~from~~market ~~our cable TV set-top box business~~ in ~~North~~Central ~~America.~~and ~~Car Electronics sales increased to 303~~South America,~~410~~ ~~million~~despite ~~yen, up 3.8% from the previous year. In Japan, sales~~ decreased ~~1.2% to 120,260 million yen, influenced by decreased~~ sales of car ~~navigation~~audio ~~systems~~products infor the consumer market. ~~This offset an increase~~ in Europe ~~sales~~and ofNorth ~~car navigation systems in the OEM market, reflecting shifting demand from the consumer market to the OEM market~~America. ~~Overseas sales increased 7.4% to 183,150 million yen, due to~~

Patent Licensing

This segment includes the licensing of patents related to laser optical disc technologies.

Royalty revenue from Patent Licensing decreased 13.4% from the previous year to ¥10,237 million, reflecting the expiration of patents included in a larger portfolio of patents licensed to the optical disc industry.

			increased sales of car audio products for the OEM market and car navigation systems in Europe and North America, and of car audio products for the consumer market in Central and South America, despite decreased sales of car audio products for the consumer market in Europe and North America.
			Royalty revenue from Patent Licensing decreased 13.4% from the previous year to 10,237 million yen, reflecting the expiration of patents included in a larger portfolio of patents licensed to the optical disc industry.
			Others sales increased 2.9% from the previous year to 118,773 million yen. In Japan, sales decreased by 14.1% to 53,935 million yen, primarily due to a decrease in sales of organic light-emitting diode (OLED) display panels and a sales shift from Japan to China of semiconductors for laser pickups, despite an increase in sales of factory automation systems. Overseas, sales were up 23.3% to 64,838 million yen, primarily due to increased sales in China of devices for cellular phones and semiconductors for laser pickups, and in Asia of speaker devices for cellular phones, despite decreased sales in North America and Europe of plasma displays for business use.
			The Company posted a net loss of 8,789 million yen, compared with net income of 24,838 million yen recorded in the previous year. This is mainly attributable to a decreased gross profit margin resulting from intensified price competition for our major products. In addition, impairment losses of carrying value of certain production facilities and losses in connection with withdrawal from North American cable TV set-top box business were recognized.
	(b)		Research and Development
			As technology accelerates, so does Pioneer research and development. Our focus on high-density recording, flat panel displays, digital signal processing, information/communication technologies, and core LSIs advances innovation that leads to better products and services.
			Venturing to Innovate Flexible Displays
			The Integrative Industry-Academia Partnership, including Mitsubishi Chemical Corporation, Rohm Co., Ltd. and Pioneer Corporation, with Kyoto University at the core, has developed two components for flexible displays: an organic light-emitting transistor (OLET) and the world’s first transparent substrate made of Bio Nanofiber with a low thermal expansion coefficient. Pioneer’s expertise in organic electronics devices has greatly contributed to this development.
			The OLET has an electroluminescence (EL) function built into an organic transistor. Due to its embedded driver transistors and light-emitting devices, a display device comprised of the OLETs requires substantially fewer components than a conventional organic EL display.
			The substrate, Bio Nanofiber Composite, reinforces transparent polymer with microscopic nanofibers derived from bacteria. It features a low thermal expansion to prevent circuit breakage or damage in the circuit mounting process.
			These innovations not only hold great promise to make display devices more light, flexible and durable; they also come at an opportune time for the next digital generation of new mobile devices, e-books, e-newspapers, e-posters and other display products coming through the commercial pipeline to gain traction in the global marketplace.

Others

This segment includes business-use plasma displays, business-use AV systems, organic light-emitting diode (OLED) display panels, factory automation (FA) systems, and devices and parts.

Sales in this segment increased 2.9% from the previous year to ¥118,773 million.

In Japan, sales decreased by 14.1% to ¥53,935 million, primarily due to a decrease in sales of OLED display panels and a sales shift from Japan to China of semiconductors for laser pickups, despite an increase in sales of FA systems.

Overseas, sales were up 23.3% to ¥64,838 million, primarily due to increased sales in China of devices for cellular phones and semiconductors for laser pickups, and in Asia of speaker devices for cellular phones, despite decreased sales in North America and Europe of plasma displays for business use.

	(c)		Addressing Current Challenges:
			The business environment remains severe, characterized by uncertain economic conditions in our major markets, Japan, North America and Europe, lower prices and harsher competition beyond our projections in our major product categories, and exchange rate fluctuations. To cope with the situation and recover profitability quickly, we are advancing cost reduction efforts among the group companies. At the same time, we are focusing our management resources in our strategic businesses.
			We are reviewing our production system and the reduction of product models to reduce costs on a global scale. In addition, we are reducing inventory in the whole process from parts procurement to marketing by our supply chain management. We will also adjust staffing to more appropriate levels throughout the group companies.
			In our plasma display business, competition is getting severer while demand is steadily expanding. To cope, we are integrating our technologies with those of our new manufacturing subsidiary, which joined Pioneer Group in October 2004, and raising the yield rate and reducing the number of parts. To enhance our products’ competitiveness, we are also reducing product power consumption levels and developing high-quality full-high-definition plasma TVs.
			In the DVD business, markets for DVD recorders, especially those with hard disk drives (HDDs), and recordable DVD drives for PCs are rapidly growing. On the other hand, prices are getting lower and competition is getting harsher. Therefore, we are speeding up new product development cycles so that our products are more in sync with market trends. We are continuing full-fledged efforts to cut costs and reduce inventory by integrating production from laser pickups to finished products in China. We are also expanding sales of drive units for DVD recorders to other manufacturers on an OEM basis.
			Our car electronics business aims to widen its lead in the consumer and OEM markets. Our car navigation systems enjoy an excellent reputation in Japan, and we also intend to expand this business in Europe and North America, where our sales of these systems have been steadily growing. In the car audio business, we plan to fortify our strong position with distinctive new products, and maintain our sales drive in such growing markets as China and Central and South America.

CONSOLIDATED FINANCIAL STATEMENTS

(3)		Capital Expenditures
		The total amount of capital expenditures during the period under review was 63,866 million yen, the principal of which was invested in land and buildings, as well as facilities and molds for production.
(4)		Financing
		There was no stock or bond issuance during the period under review.

Pioneer Corporation and Subsidiaries

(1) Consolidated Balance Sheets


	(In millions of yen)

	March 31
	2005			2004
Assets
Current assets:
Cash and cash equivalents	¥	116,681		¥	192,419
Trade receivables, less allowance		132,176			112,055
Inventories		109,015			107,806
Others		69,024			67,508

Total current assets		426,896			479,788

Investments and long-term receivables		28,828			33,725
Property, plant and equipment, less depreciation		210,145			156,201
Intangible assets		24,052			18,966
Other assets		35,246			33,862

Total assets	¥	725,167		¥	722,542


Liabilities and Shareholders’ Equity
Current liabilities:
Short-term borrowings	¥	33,152		¥	23,327
Current portion of long-term debt		19,276			4,510
Trade payables		96,335			79,439
Others		102,407			116,022

Total current liabilities		251,170			223,298

Long-term debt		81,219			89,691
Other long-term liabilities		42,371			58,771
Minority interests		18,168			17,844
Shareholders’ equity:
Common stock		49,049			49,049
Capital surplus		82,735			82,464
Retained earnings		260,556			273,718
Accumulated other comprehensive income (loss)		(47,669	)		(61,829	)
Treasury stock		(12,432	)		(10,464	)

Total shareholders’ equity		332,239			332,938

Total liabilities and shareholders’ equity	¥	725,167		¥	722,542

(52) Consolidated ~~Summary~~Statements of ~~Business~~ Operations

(a) Consolidated Basis


	(In millions of yen except per share information)

	Year ended
	March 31
	2005			2004
Revenues:
Operating revenue:
Net sales	¥	723,411		¥	689,064
Royalty revenue		10,237			11,821

Total operating revenue		733,648			700,885

Interest income		1,930			1,420
Other income		3,415			504

Total revenues		738,993			702,809

Cost and expenses:
Cost of sales		584,060			487,297
Selling, general and administrative expense		195,693			166,415
Subsidy from the government		(48,697	)		—
Interest expense		1,746			2,154
Loss on sale and disposal of fixed assets		40			3,454
Other deductions		6,338			1,641

Total cost and expenses		739,180			660,961

Income (loss) from continuing operations before income taxes		(187	)		41,848
Income taxes		4,842			18,587
Minority interest in income of subsidiaries		(692	)		(654	)
Equity in losses of affiliated companies		(3,068	)		(2,244	)

Income (loss) from continuing operations		(8,789	)		20,363
Income from discontinued operations, net of tax		—			4,475

Net income (loss)	¥	(8,789	)	¥	24,838


Net income (loss) per share:
Basic	¥	(50.11	)	¥	141.58
Diluted	¥	(50.11	)	¥	140.52

	Year Ended March 31
	2002		2003		2004		2005
	56th		57th		58th		59th
	Accounting		Accounting		Accounting		Accounting
	Period		Period		Period		Period
	(In millions of yen except per share information)
Operating revenue		629,777		677,259		700,885		733,648
Net income (loss)		8,047		16,078		24,838		(8,789	)
Net income (loss) per share		44.70		90.24		141.58		(50.11	)
Total assets		645,129		647,029		722,542		725,167
Total shareholders’ equity		347,003		318,393		332,938		332,239
Total shareholders’ equity per share		1,927.16		1,814.88		1,897.83		1,904.73

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.	As for the 56th accounting period, net income decreased mainly due to a decline of profit from patent-related business, increased selling expense as a result of vigorous advertising and sales promotion activities, and expenses incurred in connection with restructuring of some production sites and withdrawal from certain businesses facing unfavorable prospects. As for the 57th accounting period, net income increased, reflecting a large increase in sales in Home Electronics, Car Electronics and Others, despite a decrease in royalty revenue in Patent Licensing. As for the 58th accounting period, net income increased mainly as a result of increased sales and improved gross profit margin as well as decreased selling, general and administrative expenses. Lower average value of the yen against the euro during the year compared to the previous year affected gross profit margin favorably. Total assets increased due to the issuance of convertible bonds of 60,000 million yen in aggregate principal amount, net proceeds of which were planned to be applied mainly toward investment in the plasma display business. The business results for this 59th accounting period are as described under the caption “1. OUTLINE OF BUSINESS OPERATIONS — (2) Result of Business Operations and Addressing Current Challenges” in this report.
	3.	Net income per share has been computed by dividing net income available to holders of common stock by the weighted-average number of shares of common stock outstanding during each year. Total shareholders’ equity per share is based on the number of shares of common stock outstanding at the end of each period.

(b3) Consolidated ~~Parent-only~~Statements ~~Basis~~of Cash Flows

	Year Ended March 31
	(In millions of yen)
	2002			2003			2004		2005
	Year ended
	56th			57th			58th		59th
	March 31
	Accounting			Accounting			Accounting		Accounting
	2005			2004
	Period			Period			Period		Period
Operating activities:
	(In millions of yen except per share information)
Net income (loss)	¥	(8,789	)	¥	24,838
Sales		421,409			450,950			469,010		485,530
Income from discontinued operations, net of tax		—			(4,475	)
Ordinary income (loss)		10,294			10,769			16,419		(4,991	)
Depreciation and amortization		46,990			40,911
Net income (loss)		3,190			4,243			6,774		(360	)
Increase in trade receivables		(12,322	)		(10,186	)
Net income (loss) per share		17.72			23.40			38.04		(2.06	)
Decrease (increase) in inventories		6,317			(20,707	)
Total assets		388,740			384,685			461,564		458,745
Increase in trade payables		4,405			18,989
Total shareholders’ equity		280,886			270,552			277,425		269,005
Increase (decrease) in other accrued liabilities		(10,371	)		11,436
Total shareholders’ equity per share		1,559.96			1,541.78			1,580.82		1,542.21
Other		(6,284	)		(428	)
Net cash provided by operating activities		19,946			60,378
Investing activities:
Payment for purchase of fixed assets		(63,866	)		(57,978	)
Payment for purchase of subsidiary		(34,015	)		—
Other		4,365			5,224
Net cash used in investing activities		(93,516	)		(52,754	)
Financing activities:
Increase in short-term borrowings and long-term debt		4,549			56,071
Dividends paid		(4,386	)		(3,947	)
Purchase and sales of treasury stock, net		(1,967	)		(12	)
Decrease in capital-lease obligations		(1,770	)		—
Other		(445	)		(285	)
Net cash provided by (used in) financing activities		(4,019	)		51,827
Effect of exchange rate changes on cash and cash equivalents		1,851			(9,512	)
Net increase (decrease) in cash and cash equivalents		(75,738	)		49,939
Cash and cash equivalents, beginning of year		192,419			142,480
Cash and cash equivalents, end of year	¥	116,681		¥	192,419

Notes:	1.	As for the 56th accounting period, ordinary income increased largely, thanks to an improved gross profit margin, although selling, general and administrative expenses increased. Net income also increased, in spite of losses in investment in stocks as a result of a significant drop in market value as well as expenses incurred in connection with withdrawal from certain businesses facing unfavorable prospects. As for the 57th accounting period, due to a worsening gross profit margin and increases of selling, general and administrative expenses, ordinary income increased, thanks to the increase of non-operating income that was brought about by a gain in dividend income and other factors. As a result, net income during the period increased, despite a decrease in extraordinary gains, because extraordinary losses diminished as well due to a decrease in losses related to business reorganization. As for the 58th accounting period, ordinary income increased due to increased sales and a decrease in selling, general and administrative expenses. As a result, net income also increased. Total assets increased due to the issuance of convertible bonds of 60,000 million yen in aggregate principal amount, net proceeds of which were planned to be applied mainly toward investment in the plasma display business. As for the 59th accounting period, although sales increased, an ordinary loss was posted due to a decreased gross profit margin and an increase in selling, general and administrative expenses. Net loss was posted, reflecting expenses incurred in connection with withdrawal from certain businesses facing unfavorable prospects, despite an extraordinary gain recorded in conjunction with the transfer of the substitutional portion of our employee welfare pension plan to the Japanese government.
	2.	Except per share information, all amounts less than one million yen are disregarded.
	3.	Net income per share is based on the weighted average number of shares of common stock outstanding during each period. Total shareholders’ equity per share is based on the number of shares of common stock outstanding at the end of each period. All per share amounts less than the second decimal place are disregarded.

2.		OUTLINE OF THE COMPANY (as of March 31, 2005)
(1)		Information on Shares

Notes:

(a)	Number of Shares the Company May Issue:	400,000,000 shares
(b)	Number of Shares Issued:	180,063,836 shares
	Note: 5,635,190 shares of treasury stock held by the Company are included.
(c)	Number of Shareholders of Common Stock:	43,617 shareholders (an increase of 12,740 from the end of the previous period)
(d)	Distribution of Share Ownership:

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 125 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 “Earning per Share.”

4.		As of the fiscal year under review, the Company changed the format of statements of operations from multiple-step form to single-step form, which shows income before taxes by deducting total expenses from total revenue. Corresponding figures for the previous accounting period have been reclassified accordingly.

						Percentage of
	Number of		Number of			Shareholdings to
	Shareholders		Shares Held			Total Issued Shares
Financial institutions		131		66,278	thousand		36.81	%
Securities companies		68		3,180			1.77
Other Japanese business corporations		369		4,710			2.61
Foreign corporations and individuals		425		66,368			36.86
Japanese individuals and others		42,624		39,525			21.95
Total		43,617		180,063	thousand		100.00	%

Notes:		1.		All numbers of shares less than one thousand are disregarded.
		2.		Japanese individuals and others include 5,635 thousand shares (3.12%) as treasury stock held by the Company.

~~(e)~~NON-CONSOLIDATED ~~Top~~FINANCIAL ~~Ten Largest Shareholders:~~STATEMENTS

	Number of
Name of Shareholder	Shares Held			*1			*2		*3
The Master Trust Bank of Japan, Ltd. (Trust Account)		13,804	thousand		7.66	%		—		—
Japan Trustee Services Bank, Ltd. (Trust Account)		11,666			6.47			—		—
Societe Generale Paris SGOP/DAI Paris 6Z		10,403			5.77			—		—
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 Account re-entrusted by Mizuho Trust & Banking Co., Ltd.		3,955			2.19			—		—
Kanya Matsumoto		2,935			1.63			—		—
BNP Paribas Securities (Japan) Limited		2,669			1.48			—		—
Sumitomo Mitsui Banking Corporation		2,589			1.43			—		—
Pioneer Employee Share Ownership Plan		2,508			1.39			—		—

Pioneer Corporation — Parent Company Only

Notes:	1.	*1 indicates percentage of voting rights to the total number of voting rights.
	2.	*2 indicates the Company’s contribution to the shareholders.
	3.	*3 indicates percentage of the Company’s voting rights to the shareholders’ total number of voting rights.
	4.	All numbers of shares less than one thousand are disregarded.
	5.	All percentage figures less than the second decimal place are disregarded.
	6.	The Company holds 5,635 thousand shares as treasury stock.

(1) Condensed Balance Sheets


	(In millions of yen)

	March 31
	2005		2004
Assets
Current assets:
Cash	¥	40,502	¥	73,134
Notes and accounts receivable—trade		51,833		43,582
Marketable securities		11,685		32,685
Inventories		28,018		31,183
Other current assets		41,683		27,781

Total current assets		173,724		208,368

Fixed assets:
Tangible		53,301		42,913
Intangible		29,826		20,075
Investments and others		201,893		190,207

Total fixed assets		285,021		253,196

Total assets	¥	458,745	¥	461,564


Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable—trade	¥	52,738	¥	40,987
Accrued expenses		40,152		40,953
Other current liabilities		23,611		12,123

Total current liabilities		116,502		94,064
Long-term liabilities		73,237		90,074

Total liabilities		189,740		184,139
Shareholders’ equity		269,005		277,425

Total liabilities and shareholders’ equity	¥	458,745	¥	461,564

Note:

Accumulated depreciation on tangible fixed assets on March 31, 2005 and 2004 was ¥92,570 million and ¥90,261 million, respectively.

(f2) Condensed ~~Share~~Statements ~~Acquisition~~of ~~Rights Issued and Outstanding:~~Operations

	Number of Share
	(In millions of yenexcept per share information)
	Acquisition Rights			*1		*2	*3
	Year ended March 31
Share acquisition rights issued on July 8, 2002 *4		5,638		563,800 shares of common stock of the Company		null	2,477 yen
	2005			2004
Share acquisition rights issued on July 8, 2003 *5		3,126		312,600 shares of common stock of the Company		null	2,951 yen
Net sales	¥	485,530		¥	469,010
Stock acquisition rights issued on March 5, 2004 *6		12,000		15,067,130 shares of common stock of the Company		null	4,022 yen
Cost of sales		411,075			373,479
Stock acquisition rights issued on July 8, 2004 *7		3,159		315,900 shares of common stock of the Company		null	2,944 yen
Selling, general and administrative expenses		89,469			85,607
Operating income (loss)		(15,014	)		9,923
Non-operating income—net		10,023			6,496
Ordinary income (loss)		(4,991	)		16,419
Other income (expenses)—net		1,446			(6,637	)
Income (loss) before income taxes		(3,545	)		9,782
Income taxes		(3,184	)		3,008
Net income (loss)	¥	(360	)	¥	6,774
Net income (loss) per share of common stock	¥	(2.06	)	¥	38.04

Notes:	1.	*1 indicates class and number of shares to be issued (or transferred from the Company’s own shares held by the Company in lieu thereof) upon exercise of share acquisition rights.
	2.	*2 indicates issue price of share acquisition rights.
	3.	*3 indicates amount to be paid in per share upon exercise (exercise price) of share acquisition rights.
	4.	*4 were issued for the purpose of granting stock options, pursuant to the special resolution at the 56th Ordinary General Meeting of Shareholders held on June 27, 2002.
	5.	*5 were issued for the purpose of granting stock options, pursuant to the special resolution at the 57th Ordinary General Meeting of Shareholders held on June 27, 2003.
	6.	*6 were issued as a portion of convertible bonds (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai), pursuant to the resolution by the Board of Directors on February 16, 2004.
	7.	*7 were issued for the purpose of granting stock options, pursuant to the special resolution at the 58th Ordinary General Meeting of Shareholders held on June 29, 2004.

(3) Appropriation of Unappropriated Retained Earnings

(2) Acquisition, Disposition and Holding of the Company’s Own Shares


		(In millions of yen except per share information)

		Year ended March 31
		2005			2004
Unappropriated retained earnings at the end of the period		¥	2,215		¥	7,061
Restoration of general reserves			2,129			—

Total			4,344			7,061

To be appropriated as follows:
General reserve			—			—
Dividends			2,180			2,192
	(¥12.5 per share of common stock)			(¥12.5 per share of common stock)
Bonus to directors and corporate auditors			—			100
				(of ¥100, ¥11 is for corporate auditors)

Unappropriated retained earnings carried forward to the next period		¥	2,164		¥	4,769

~~(a)~~Note: ~~The~~Combined ~~Company’s~~with ~~Own~~the ~~Shares~~interim ~~Purchased~~dividends ~~for~~of ¥12.5 per share of common stock paid on December 3, 2004, the ~~59th~~total ~~Accounting~~cash ~~Period~~dividends for fiscal year 2005 amounted to ¥25 per share of common stock.

			Number of shares of common stock:		1,007,095 shares
			Aggregate amount of purchase price:		1,979 million yen

* The above number includes 1,000,000 shares repurchased pursuant to the Articles of Incorporation to take timely, flexible measures to achieve the Company’s capital policy in rapidly changing business environment. The aggregate purchase price was 1,963 million yen.

(b) The Company’s Own Shares Disposed for the 59th Accounting Period

			Number of shares of common stock:		4,867 shares
			Aggregate amount of disposal price:		11 million yen

Number of shares of common stock: 5,635,190 shares

~~(3)~~CONDITION ~~Employees~~OF ~~(Consolidated~~SHAREHOLDERS ~~bases)~~AND SHARES

Number of		Change from the
Employees		Previous Period's End
39,362		Increase of 3,002

(as of March 31, 2005)

~~(4)~~Number ~~Principal~~of ~~Offices~~Shares ~~and~~Issued ~~Plants~~180,063,836 shares

~~(a)~~Note: ~~Pioneer~~5,635,190 ~~Corporation~~shares ~~(Parent~~of treasury stock held by the Company) are included.

~~Headquarters~~Distribution ~~(Tokyo)~~of ~~Ohmori Plant (Tokyo) Tokorozawa Plant (Saitama) Kawagoe Plant (Saitama) Corporate Research & Development Laboratories (Saitama)~~Share-ownership

(b) Principal Sales and Manufacturing Subsidiaries


	Number of		Number of Shares Held
	Shareholders		and its Percent to Total
Financial institutions		131		66,278	thousand	(36.81	%)
Securities companies		68		3,180		(1.77	)
Other Japanese business corporations		369		4,710		(2.61	)
Foreign corporations and individuals		425		66,368		(36.86	)
Japanese individuals and others		42,624		39,525		(21.95	)

Total		43,617		180,063	thousand	(100.00	%)

~~Sales~~Note: ~~Subsidiaries~~Japanese individuals and others include 5,635 thousand shares as treasury stock held by the Company.

~~Pioneer~~Top ~~Electronics~~Ten ~~(USA)~~Largest Inc. (USA) Pioneer Europe NV (Belgium) Pioneer GB Ltd. (U.K.) Pioneer Electronics Deutschland GmbH (Germany) Pioneer France SA (France) Pioneer China Holding Co., Ltd. (China) Pioneer High Fidelity Taiwan Co., Ltd. (Taiwan)Shareholders

Manufacturing Subsidiaries


	Number of Shares Held
	and its Percent to Total
The Master Trust Bank of Japan, Ltd. (Trust Account)		13,804	thousand	(7.66	%)
Japan Trustee Services Bank, Ltd. (Trust Account)		11,666		(6.47	)
Societe Generale Paris SGOP/DAI Paris 6Z		10,403		(5.77	)
The Bank of Tokyo-Mitsubishi, Ltd.		4,154		(2.30	)
Mizuho Bank, Ltd.		4,000		(2.22	)
Trust & Custody Services Bank, Ltd.B as trustee for Mizuho Bank, Ltd. Retirement Trust Account re-entrusted by Mizuho Trust & Banking Co., Ltd.		3,955		(2.19	)
Kanya Matsumoto		2,935		(1.63	)
BNP Paribas Securities (Japan) Limited		2,669		(1.48	)
Sumitomo Mitsui Banking Corporation		2,589		(1.43	)
Pioneer Employee Share Ownership Plan		2,508		(1.39	)

~~Tohoku~~Note: ~~Pioneer~~The ~~Corporation~~Company ~~(Yamagata)~~holds ~~Pioneer Display Products Corporation (Shizuoka) Pioneer Plasma Display Corporation (Kagoshima) Pioneer Electronics Asiacentre Pte. Ltd. (Singapore) Pioneer Technology (Shanghai) Co.~~5,635 ~~Ltd.~~thousand ~~(China)~~shares ~~Pioneer~~as ~~Technology~~treasury ~~(Dongguan) Co~~stock.~~, Ltd. (China) Pioneer Manufacturing (Thailand) Co., Ltd. (Thailand) Pioneer Technology (Malaysia) Sdn. Bhd. (Malaysia)~~

Pioneer Research Center USA, Inc. (USA) Pioneer Digital Design Centre Ltd. (U.K.)

~~(5)~~Stock ~~Present~~Exchange ~~State of the Company’s Group~~Listings

~~(a)~~Tokyo ~~Status~~Stock ofExchange ~~the~~New ~~Company’s~~York ~~Major~~Stock ~~Subsidiaries:~~Exchange Osaka Securities Exchange Euronext Amsterdam

Name	Location	Capital	*1			Principal Business
Tohoku Pioneer Corporation	Yamagata	10,800 million yen		67.0	%	Manufacture of car electronics products
Pioneer Plasma Display Corporation	Kagoshima	10,000 million yen		100.0	%	Manufacture of plasma displays
Pioneer Display Products Corporation	Shizuoka	5,000 million yen		100.0	%	Manufacture of plasma displays
Pioneer North America, Inc.	U.S.A.	$474,631 thousand		100.0	%	Coordination of the activities of the Company’s North American local subsidiaries and affiliates
Pioneer Europe NV	Belgium	50,514 thousand euro		100.0 (18.5	% %)	Coordination of the activities of the Company’s European local subsidiaries and affiliates, and distribution of the Company’s products
Pioneer Electronics Asiacentre Pte. Ltd.	Singapore	$28,055 thousand		100.0	%	Coordination of the activities of the Company’s Asian local subsidiaries and affiliates, and manufacture and distribution of the Company’s products
Pioneer China Holding Co., Ltd.	China	473,833 thousand yuan		100.0	%	Coordination of the activities of the Company’s Chinese local subsidiaries and affiliates, and distribution of the Company’s products

Price per Share and Volume of Shares Traded on the Tokyo Stock Exchange

Notes:	1.	*1 indicates percentage of the Company’s contribution, directly or indirectly, to the subsidiaries. The figures in parentheses indicate the indirect portion of such contribution.
				Volume					Volume
	2.	In addition, there is Discovision Associates located in U.S.A., whose principal business is licensing of worldwide patents relating to laser optical technologies, which is important but is not listed in the table above because it is a partnership under the laws and regulations of the U.S.A.
		High	Low	(thousand			High	Low	(thousand
	3.	All capital amounts less than one unit are disregarded.
		(yen)	(yen)	shares)			(yen)	(yen)	shares)
	4.	All percentage figures less than the second decimal place are disregarded.
	Apr.	2,860	2,385	26,982		Oct.	2,820	2,505	30,938
	May	2,595	2,280	25,405	2003	Nov.	2,825	2,510	21,161
	June	2,355	1,981	23,528		Dec.	2,995	2,645	25,249
	July	2,210	1,980	24,659		Jan.	3,370	2,875	29,718
2002	Aug.	2,260	2,025	31,233		Feb.	3,270	2,930	31,103
	Sept.	2,220	1,900	21,349		Mar.	3,250	2,890	32,572
	Oct.	2,130	1,805	20,215		Apr.	3,390	3,000	32,597
	Nov.	2,430	2,045	32,263		May	3,120	2,660	37,352
	Dec.	2,490	2,150	22,870	2004	June	2,880	2,635	37,811
	Jan.	2,405	2,070	21,562		July	2,850	2,310	30,442
	Feb.	2,600	2,260	33,006		Aug.	2,480	2,215	22,949
	Mar.	2,620	2,390	24,271		Sept.	2,535	2,240	34,245
	Apr.	2,460	2,225	25,507		Oct.	2,430	1,820	41,087
2003	May	2,555	2,290	23,202		Nov.	2,020	1,882	42,410
	June	2,840	2,490	35,912		Dec.	2,070	1,866	38,031
	July	2,970	2,635	31,308		Jan.	2,055	1,890	29,702
	Aug.	2,815	2,515	27,317	2005	Feb.	1,925	1,830	35,266
	Sept.	3,030	2,600	40,815		Mar.	2,015	1,827	43,851

	(b)		New Development in the Company’s Group:
			The Company on September 30, 2004, completed acquisition of all shares in NEC Plasma Display Corporation (NPD), a subsidiary of NEC Corporation. NPD changed its name to Pioneer Plasma Display Corporation as of September 30, 2004.
	(c)		Business Performance of the Company’s Group:
			The number of consolidated subsidiaries was 125, and the Company’s investments in five affiliated companies were accounted for on an equity basis. Please refer to “1. OUTLINE OF BUSINESS OPERATIONS (2) Result of Business Operations and Addressing Current Challenges” concerning the consolidated business results.


		For Immediate Release June 30, 2005

(6)		Major Lenders
		None
(7)		Directors, Corporate Auditors and Executive Officers

Pioneer to Issue Share Acquisition Rights to be Granted as Stock Options

~~(a)~~TOKYO ~~Directors~~— Pioneer Corporation has announced that it resolved, at the meeting of its board of directors held on June 29, 2005, to issue share acquisition rights for the purpose of granting stock options, pursuant to the provisions of Articles 280-20 and ~~Corporate~~280-21 ~~Auditors~~of the Commercial Code of Japan, and to the approval at its ordinary general meeting of shareholders held on June 29, 2005.

~~Position~~The interms ~~the Company Name Proper or Principal Occupation *Chairman Kanya Matsumoto *President Kaneo Ito *Senior Managing Director Akira Niijima In charge~~ of ~~administration~~the ~~and~~issue ~~export~~are ~~management~~as in general *Senior Managing Director Takashi Kobayashi In charge of Corporate Communications Division, Customer Satisfaction Planning & Coordination Division, and Intellectual Property Division *Senior Managing Director Tamihiko Sudo President of Mobile Entertainment Company *Senior Managing Director Hajime Ishizuka President of Home Entertainment Business Company and AV Business Company, and Plant Manager of Tokorozawa Plant Managing Director Tadahiro Yamaguchi Executive Vice President of Plasma Display Business Company (in charge of technologies and production) and Plant Manager of Ohmori Plant Managing Director Satoshi Matsumoto General Manager of Environmental Preservation Division and Environmental Preservation Group Managing Director Osamu Yamada General Manager of Research & Development Group and Corporate Research & Development Laboratoriesfollows:

14Description

(1)

Date of issue of share acquisition rights:

The date of issue of share acquisition rights (hereinafter referred to as the “Issue Date”) is expected to be July 8, 2005.

(2)

Number of share acquisition rights to be issued:

3,151
The number of shares to be issued or transferred in lieu of such issuance upon exercise of each share acquisition right shall be 100.

(3)

Class and number of shares to be issued or transferred upon exercise of share acquisition rights:

315,100 shares of common stock of the Company

(4)

Issue price of share acquisition rights:

No consideration shall be paid.

(5)

Amount to be paid in upon exercise of share acquisition rights:

The amount to be paid in per share upon exercise of share acquisition rights (hereinafter referred to as the “Exercise Price”) shall be the amount obtained by multiplying the higher of either (i) the average of closing prices (including quotations; hereinafter the same shall apply) in the regular tradings of the shares of common stock of the Company on the Tokyo Stock Exchange for 30 consecutive trading days (excluding any trading day on which the closing price does not exist) commencing on the day 45 trading days prior to the Issue Date (such Issue Date is expected to be July 8, 2005), or (ii) such closing price on the day immediately

This release is not an offer of securities for sale in any region, including Japan or the United States. The securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933 or exempt from registration thereunder, and any public offering of securities to be made in the United States will be made by means of a prospectus in English prepared in accordance with the U.S. Securities Act of 1933, that will contain detailed information about the issuer and management, as well as financial statements. This transaction does not involve any public offering of securities in the United States.

-1-

~~Position~~preceding in the ~~Company~~Issue ~~Name~~Date ~~Proper~~(such orday ~~Principal~~is ~~Occupation~~expected ~~Managing~~to ~~Director~~be ~~Koichi~~July ~~Shimizu In charge of technologies~~7, ~~production~~2005) ~~and~~(if ~~quality~~the ~~control~~closing inprice ~~general,~~does ~~General~~not ~~Manager~~exist ofon ~~Procurement~~such ~~Center~~day, ~~and~~the inclosing ~~charge~~price ofon ~~Strategic~~the ITday ~~Division~~immediately ~~Director~~preceding ~~Tatsuhiro~~such ~~Ishikawa~~day), ~~Attorney-at-Law~~by ~~and~~1.05. ~~Professor~~Any atfraction ~~Asia~~less ~~University~~than ~~Director~~one ~~Shunichi Sato Corporate Auditor~~ (~~full time~~1) ~~Makoto~~yen ~~Koshiba~~resulting ~~Corporate~~from ~~Auditor~~this ~~(full~~calculation ~~time)~~shall ~~Shinji~~be ~~Yasuda~~rounded ~~Corporate~~up ~~Auditor~~to ~~Terumichi~~the ~~Tsuchida~~nearest ~~Advisor~~one of(1) ~~Meiji Yasuda Life Insurance Company Corporate Auditor Isao Moriya Certified Public Accountant Corporate Auditor Keiichi Nishikido Attorney-at-Law~~yen.

Notes:	1.	* indicates a Representative Director.
	2.	Mr. Shunichi Sato was newly elected and assumed the office of Director at the 58th Ordinary General Meeting of Shareholders held on June 29, 2004.
	3.	Messrs. Yoshimichi Inada and Katsuhiro Abe retired from the offices of Directors at the conclusion of the 58th Ordinary General Meeting of Shareholders held on June 29, 2004.
	4.	On June 29, 2004, Messrs. Akira Niijima and Takashi Kobayashi, who were theretofore Senior Managing Directors, and Mr. Tamihiko Sudo, who was theretofore Managing Director, and Mr. Hajime Ishizuka, who was theretofore Director, assumed the offices of Senior Managing Directors and Representative Directors; and Mr. Koichi Shimizu, who was therefore Director, assumed the office of Managing Director.

(6)

Amount to be accounted for as stated capital in respect of shares to be issued upon exercise of share acquisition rights:

The amount to be accounted for as stated capital shall be the amount obtained by multiplying the Exercise Price by 0.5, and any fraction less than one (b1) ~~Executive~~yen ~~Officers~~resulting from this calculation shall be rounded up to the nearest one (1) yen.

~~Position~~(7) inIssue ~~the Company Name Proper or Principal Occupation Senior Managing Executive Officer Masaru Saotome President~~ of ~~Plasma~~certificates ~~Display~~for ~~Business~~share ~~Company~~acquisition Senior Managing Executive Officer Kazunori Yamamoto General Manager of International Business Group Senior Executive Officer Kiyoshi Uchida President of Industrial Solutions & Entertainment Company Senior Executive Officer Seiichiro Kurihara General Manager of Intellectual Property Division Senior Executive Officer Masao Kawabata General Manager of Corporate Communications Divisionrights:

15 Certificates for share acquisition rights shall be issued only upon request of the holders of share acquisition rights.

(8)

Persons to whom share acquisition rights shall be allocated:

Directors, executive officers and a number of employees of the Company as well as a number of directors of domestic or overseas subsidiaries of the Company (total: 436 persons)

References:

Date of meeting of board of directors to propose an agenda for the authorization to issue share acquisition rights to the ordinary general meeting of shareholders:

April 27, 2005

Date of ordinary general meeting of shareholders to authorize the issue of share acquisition rights:

June 29, 2005

Period during which share acquisition rights may be exercised:

From and including July 2, 2007, to and including June 30, 2010

# # # # # #

For further information, please contact:
Hideki Okayasu
Senior Executive Officer and General Manager, Finance and Accounting Division
Pioneer Corporation, Tokyo
Phone: +81-3-3494-1111 / Fax: +81-3-3495-4431
E-mail: pioneer_shr@post.pioneer.co.jp
IR Website: http://www.pioneer.co.jp/ir-e

-2-

~~Position~~For inImmediate ~~the~~ReleaseJuly Company Name Proper or Principal Occupation Senior Executive Officer Yoshio Taniyama General Manager of Corporate Planning Division Senior Executive Officer Hideki Okayasu General Manager of Finance and Accounting Division Executive Officer Koki Aizawa General Manager of External Relations Division and in charge of RW Coordination Center Executive Officer Toshihiko Norizuki Chairman of Pioneer China Holding Co.8, Ltd. Executive Officer Buntarou Nishikawa Executive Vice President of Mobile Entertainment Company and General Manager of OEM Sales Division Executive Officer Osamu Takada General Manager of Personnel Division Executive Officer Sumitaka Matsumura Deputy General Manager of Research & Development Group and in charge of Optical Disk & Systems Development Center Executive Officer Chojuro Yamamitsu Deputy General Manager of Environment Preservation Group (in charge of Eco Products) Executive Officer Kenji Sato General Manager of General Administration Division Executive Officer Yoichi Sato Deputy General Manager of Research & Development Group and General Manager of PDP Development Center Executive Officer Susumu Kotani Chairman and Managing Director of Pioneer Europe NV Executive Officer Ryoji Menjo General Manager of Customer Satisfaction Planning & Coordination Division Executive Officer Tsutomu Haga President of Pioneer North America, Inc. Executive Officer Akira Haeno Plant Manager of Kawagoe Plant, General Manager of Production Division and Engineering Development Division of Mobile Entertainment Company Executive Officer Kenji Tokuyama Executive Vice President of Plasma Display Business Company (in charge of OEM) and President of Pioneer Plasma Display Corporation2005

16Determination of Final Terms of Share Acquisition Rights to be Granted as Stock Options

TOKYO — Pioneer Corporation has announced that today it determined the final terms of share acquisition rights for the purpose of granting stock options as follows, which issue was resolved at the meeting of its board of directors held on June 29, 2005.

Description

(1)		Amount to be paid in per share upon exercise of share acquisition rights:

		1,828 yen

(2)		Aggregate amount to be paid in upon exercise of share acquisition rights:

		576,002,800 yen

(3)		Amount to be accounted for as stated capital in respect of shares to be issued upon exercise of share acquisition rights:

		914 yen per share

References:

1.		Date of meeting of board of directors to propose an agenda for the authorization to issue share acquisition rights to the ordinary general meeting of shareholders:

		April 27, 2005

2.		Date of ordinary general meeting of shareholders to authorize the issue of share acquisition rights:

		June 29, 2005

3.		Date of issue of share acquisition rights:

		July 8, 2005

- 1 -

Notes:	1.	On June 29, 2004, Mr. Kazunori Yamamoto, who was theretofore Senior Executive Officer, assumed the office of Senior Managing Executive Officer; and Messrs. Masao Kawabata, Yoshio Taniyama and Hideki Okayasu, who were theretofore Executive Officers, assumed the offices of Senior Executive Officers. On the same day, Messrs. Ryoji Menjo, Tsutomu Haga and Akira Haeno newly assumed the offices of Executive Officers.
	2.	On October 1, 2004, Mr. Kenji Tokuyama newly assumed the office of Executive Officer.
	3.	On March 31, 2005, Mr. Toshiyuki Ito retired from the office of Executive Officer, and on April 1, 2005, assumed the office of Managing Executive Officer of Tohoku Pioneer Corporation.
	4.	On April 15, 2005, the proper or principal occupation of Mr. Toshihiko Norizuki was changed to “In charge of extraordinary missions.”

4.		Number of share acquisition rights to be issued:

		3,151

		The number of shares to be issued or transferred in lieu of such issuance upon exercise of each share acquisition right shall be 100.

5.		Class and number of shares to be issued or transferred upon exercise of share acquisition rights:

		315,100 shares of common stock of the Company

6.		Issue price of share acquisition rights:

		No consideration shall be paid.

7.		Period during which share acquisition rights may be exercised:

		From and including July 2, 2007, to and including June 30, 2010

8.		Persons to whom share acquisition rights shall be allocated:

		Directors, executive officers and a number of employees of the Company as well as a number of directors of domestic or overseas subsidiaries of the Company (total: 436 persons)

~~(8) Share Acquisition Rights Issued in the 59th Accounting Period for the Purpose of Granting Stock Options~~# # # # # #

~~(a)~~For ~~Aggregate~~further ~~Number~~information, ofplease ~~Share~~contact: Hideki ~~Acquisition~~Okayasu Senior ~~Rights~~Executive ~~Issued~~Officer and General Manager, Finance and Accounting Division Pioneer Corporation, Tokyo Phone: +81-3~~,159~~-3494-1111 / Fax: +81-3-3495-4431 E-mail: pioneer_shr@post.pioneer.co.jp IR Website: http://www.pioneer.co.jp/ir-e

~~Note:~~This ~~The~~release ~~number~~is not an offer of ~~shares~~securities tofor sale in any region, including Japan or the United States. The securities may not be ~~issued~~offered (or ~~transferred~~sold in the United States unless they are registered under the U.S. Securities Act of 1933 or exempt from registration thereunder, and any public offering of securities to be made in the ~~Company’s~~United ~~own~~States ~~shares~~will ~~held~~be made by means ~~the~~of ~~Company~~a prospectus in ~~lieu~~English ~~thereof;~~prepared ~~hereinafter~~in ~~the~~accordance ~~same~~with ~~shall~~the ~~apply)~~U.S. ~~upon~~Securities ~~exercise~~Act of 1933, ~~each~~that ~~share~~will ~~acquisition~~contain ~~right~~detailed ~~shall~~information beabout ~~100~~the issuer and management, as well as financial statements. This transaction does not involve any public offering of securities in the United States.

~~(b)~~- Class and Number of Shares to be Issued: 315,900 shares of common stock (c) Issue Price of Share Acquisition Rights: No consideration shall be paid. (d) Amount to be Paid in per Share upon Exercise of Share Acquisition Rights: 2~~,944~~ ~~yen (e) Period during which Share Acquisition Rights May be Exercised: From and including July 3, 2006, to and including June 30, 2009 (f) Conditions for Exercise of Share Acquisition Rights:~~-

(i) Each share acquisition right may not be exercised in part. (ii) The qualified persons for share acquisition rights (hereinafter referred to as the “Qualified Persons”) shall be required to hold a post at the Company or any subsidiary of the Company at the time of exercise of share acquisition rights, unless such Qualified Persons have resigned upon expiration of the term of office, have retired at retirement age provided for in the rules of employment of the Company or of such subsidiary, or have retired for reasons determined by the Company, or unless the Company exceptionally allows such Qualified Persons to exercise share acquisition rights. (iii) Other conditions for exercise of share acquisition rights shall be determined by the board of directors of the Company.

(g) Cancellation of Share Acquisition Rights: The Company may at any time purchase or acquire share acquisition rights and cancel them without any consideration. (h) Substantially Favorable Terms: The Company issued share acquisition rights to Qualified Persons, i.e. directors, executive officers and a number of employees of the Company as well as a number of directors of domestic or overseas subsidiaries of the Company, without being paid any consideration therefor.

(i) Name of Qualified Persons and Number of Share Acquisition Rights Allocated: Directors and Executive Officers (total: 1,114 share acquisition rights to 32 persons):

	Number of Share			Number of Share
	Acquisition Rights			Acquisition Rights
Name	Allocated		Name	Allocated
Kanya Matsumoto		80	Masao Kawabata		30
Kaneo Ito		80	Yoshio Taniyama		30
Akira Niijima		60	Hideki Okayasu		30
Takashi Kobayashi		60	Koki Aizawa		20
Tamihiko Sudo		60	Toshihiko Norizuki		20
Hajime Ishizuka		60	Buntarou Nishikawa		20
Tadahiro Yamaguchi		44	Osamu Takada		20
Satoshi Matsumoto		44	Sumitaka Matsumura		20
Osamu Yamada		44	Chojuro Yamamitsu		20
Koichi Shimizu		44	Kenji Sato		20
Tatsuhiro Ishikawa		32	Yoichi Sato		20
Shunichi Sato		32	Toshiyuki Ito		20
Masaru Saotome		32	Susumu Kotani		20
Kazunori Yamamoto		32	Ryoji Menjo		20
Kiyoshi Uchida		30	Tsutomu Haga		20
Seiichiro Kurihara		30	Akira Haeno		20

(Lists of Qualified Persons who are employees of the Company or directors of subsidiaries of the Company have been omitted.)

(9) Payment Amount as Fees for the Accounting Auditor

(a) Total amount of payment by the Company as fees for the accounting auditor: 113 million yen (b) Of the above amount (a), the amount of payment as fees for auditing services: 110 million yen (c) Of the above amount (b), the amount of payment by Pioneer Corporation: 61 million yen

3.		MATERIAL FACTS IN RELATION TO THE BUSINESS CONDITIONS OF THE COMPANY HAVING OCCURRED AFTER THE TERM FOR SETTLEMENT OF ACCOUNTS
		On April 15, 2005, Pioneer Speakers, Inc. (“PSI”), a U.S. subsidiary, received a notice from the United States Customs and Border Protection proposing additional payment of approximately 2.8 billion yen for erroneous claims for preferential treatment of duties on products imported by PSI. PSI intends to file a petition for relief from this action.
4.		OTHER IMPORTANT MATTERS CONCERNING BUSINESS CONDITIONS OF THE COMPANY
		There is nothing particular to report hereunder.

CONSOLIDATED BALANCE SHEET

	(In millions of yen)
	March 31, 2005
ASSETS
Current assets:
Cash and cash equivalents		116,681
Trade receivables—
Notes		2,516
Accounts		132,110
Allowance for doubtful notes and accounts		(2,450	)
Inventories		109,015
Deferred income taxes		25,519
Prepaid expenses and other current assets		43,505
Total current assets		426,896
Investments and long-term receivables:
Available-for-sale securities		22,268
Investments in and advances to affiliated companies		2,987
Sundry investments		3,388
Long-term receivables, less allowance for doubtful accounts of 160 million yen		185
Total investments and long-term receivables		28,828
Property, plant and equipment:
Land		32,965
Buildings		136,372
Machinery and equipment		293,359
Construction in progress		1,056
Accumulated depreciation		(253,607	)
Total property, plant and equipment		210,145
Other assets:
Intangible assets		24,052
Deferred income taxes		25,420
Other		9,826
Total other assets		59,298
Total assets		725,167

	(In millions of yen)
	March 31, 2005
LIABILITIES
Current liabilities:
Short-term borrowings		33,152
Current portion of long-term debt		19,276
Trade payables		96,335
Accrued liabilities—
Tax on income		4,938
Payroll		17,203
Royalty		14,811
Other		36,843
Warranty reserve		5,722
Dividends payable		2,180
Other current liabilities		20,710
Total current liabilities		251,170
Long-term liabilities:
Long-term debt		81,219
Accrued pension and severance cost		40,022
Deferred income taxes		1,630
Other long-term liabilities		719
Total long-term liabilities		123,590
Total liabilities		374,760
MINORITY INTERESTS		18,168
SHAREHOLDERS’ EQUITY
Common stock		49,049
Capital surplus		82,735
Retained earnings		260,556
Accumulated other comprehensive loss		(47,669	)
Treasury stock		(12,432	)
Total shareholders’ equity		332,239
Total liabilities and shareholders’ equity		725,167

CONSOLIDATED STATEMENT OF OPERATIONS

	(In millions of yen)
	Year ended
	March 31, 2005
Revenues:
Operating revenue:
Net sales		723,411
Royalty revenue		10,237
Total operating revenue		733,648
Interest income		1,930
Other income		3,415
Total revenues		738,993
Cost and expenses:
Cost of sales		584,060
Selling, general and administrative expenses		195,693
Subsidy from the government		(48,697	)
Interest expenses		1,746
Loss on sale and disposal of fixed assets		40
Other deductions		6,338
Total cost and expenses		739,180
Loss from operations before income taxes		(187	)
Income taxes:
Current		7,688
Deferred		(2,846	)
Total Income taxes		4,842
Loss from operations before minority interest and equity in losses		(5,029	)
Minority interest in losses (earnings) of subsidiaries		(692	)
Equity in losses of affiliated companies		(3,068	)
Net loss		(8,789	)

AUDIT REPORT BY ACCOUNTING AUDITOR ON CONSOLIDATED FINANCIAL STATEMENTS (COPY)

INDEPENDENT ACCOUNTANTS’ REPORT

May 6, 2005

To the Board of Directors of Pioneer Corporation

Tohmatsu & Co. Yutaka Suzuki, C.P.A. (seal) Designated partner and Engagement partner Yasuyuki Miyasaka, C.P.A. (seal) Designated partner and Engagement partner Toshihiko Matsumiya, C.P.A. (seal) Designated partner and Engagement partner

Pursuant to Article 19-2, Paragraph 3 of the “Law Concerning Special Measures under the Commercial Code with Respect to Audit, etc. of Corporations (Kabushiki Kaisha)” of Japan, we have audited the consolidated financial statements, namely, the consolidated balance sheet and the consolidated statement of operations of Pioneer Corporation for the 59th accounting period from April 1, 2004 to March 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit from an independent position.

We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as the evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. Our audit includes auditing procedures applied to subsidiaries as considered necessary.

As a result of our audits, in our opinion, the above-mentioned consolidated financial statements present fairly the financial position and the results of operations of the Company and subsidiaries in conformity with the applicable laws and regulations of Japan and the Company’s Articles of Incorporation.

Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Law of Japan.

- END -

AUDIT REPORT BY THE BOARD OF CORPORATE AUDITORS ON CONSOLIDATED FINANCIAL STATEMENTS (COPY)

AUDIT REPORT

May 12, 2005

The Board of Corporate Auditors of Pioneer Corporation Corporate Auditor (full time) Makoto Koshiba (seal) Corporate Auditor (full time) Shinji Yasuda (seal) Corporate Auditor Terumichi Tsuchida (seal) Corporate Auditor Isao Moriya (seal) Corporate Auditor Keiichi Nishikido (seal)

The Board of Corporate Auditors has prepared this audit report as follows, upon deliberation after being reported by each Corporate Auditor on the methods and results of auditing with respect to the consolidated financial statements (the consolidated balance sheet and statement of operations) for the 59th accounting period from April 1, 2004 to March 31, 2005.

1. Summary of the methods of auditing by Corporate Auditors In accordance with such matters as the policy of auditing and assignment of auditing work determined by the Board of Corporate Auditors, each Corporate Auditor conducted the audit after directors, other personnel and accounting auditors reported and explained the consolidated financial statements.

2. Results of auditing The methods and the results of auditing by Tohmatsu & Co., the independent accountants and the Company’s Accounting Auditor, are appropriate.

- END -

BALANCE SHEET (Non-Consolidated)

	(In millions of yen)
	March 31, 2005
ASSETS
Current assets:
Cash		40,502
Notes receivable—trade		524
Accounts receivable—trade		51,309
Marketable securities		11,685
Finished products		13,963
Materials		2,274
Work in process		4,947
Supplies		6,833
Advances		5,457
Prepaid expenses		1,519
Deferred income taxes		12,101
Short-term loans		8,388
Other current assets		14,284
Less: Allowance for doubtful accounts		(67	)
Total current assets		173,724
Fixed assets:
Tangible assets—
Buildings		25,429
Structures		662
Machinery and equipment		8,960
Transportation equipment		102
Tools, furniture and fixtures		5,861
Land		12,213
Construction in progress		71
Total tangible assets		53,301
Intangible assets—
Patents		7,899
Trademarks		14
Software		16,115
Software in progress		5,089
Other intangibles		707
Total intangible assets		29,826
Investments and others—
Investment securities		15,025
Investments in subsidiaries		159,581
Investments in memberships		206
Equity investments (other than stocks) in subsidiaries		11,038
Long-term loans		141
Guaranty deposits		1,984
Deferred income taxes		7,851
Prepaid pension cost		314
Other investments		5,749
Less: Allowance for doubtful accounts		(0	)
Total investments and others		201,893
Total fixed assets		285,021
Total assets		458,745

	(In millions of yen)
	March 31, 2005
LIABILITIES
Current liabilities:
Notes payable—trade		54
Accounts payable—trade		52,684
Current portion of bonds		15,000
Other accounts payable		1,453
Accrued expenses		40,152
Accrued corporate income taxes		495
Allowance for products warranty		1,200
Other current liabilities		5,463
Total current liabilities		116,502
Long-term liabilities:
Bonds		70,600
Retirement allowance for employees		733
Retirement allowance for directors and corporate auditors		1,903
Total long-term liabilities		73,237
Total liabilities		189,740
SHAREHOLDERS’ EQUITY
Common stock		49,048
Capital Surplus:
Additional paid-in capital		81,278
Other capital surplus:
Gain on treasury stock		36
Total other capital surplus		36
Total capital surplus		81,315
Retained earnings:
Legal reserve		6,140
Reserve for expropriation of capital assets		27
Reserve for disposition of capital assets in replacement		130
General reserve		138,902
Unappropriated retained earnings		2,215
Total retained earnings		147,416
Unrealized gain on available-for-sale securities		3,657
Treasury stock		(12,431	)
Total shareholders’ equity		269,005
Total liabilities and shareholders’ equity		458,745

STATEMENT OF OPERATIONS (Non-Consolidated)

	(In millions of yen)
	Year ended
	March 31, 2005
ORDINARY INCOME AND LOSS
Operating income and loss:
Operating revenue—
Sales		485,530
Operating expenses—
Cost of sales		411,075
Selling, general and administrative expenses		89,469
Operating loss		15,014
Non-operating income and expenses:
Non-operating income—
Interest and dividend income		10,291
Others		481
		10,772
Non-operating expenses—
Interest expense		111
Interest on bonds		635
Others		2
		749
Ordinary loss		4,991
EXTRAORDINARY GAIN AND LOSS
Extraordinary gain—
Gain on sale of fixed assets		2
Gain on sale of investment securities		2,236
Gain on expiration of warrants		100
Gain on transfer of substitutional portion of employee welfare pension plan		2,092
Others		101
		4,533
Extraordinary loss—
Loss on business reorganization		2,128
Loss on sale and disposal of fixed assets		550
Loss on write-down of investment securities		37
Loss on write-down of subsidiary stock		345
Others		23
		3,086
Loss before income taxes		3,545
Income taxes:
Current		373
Refund		(208	)
Deferred		(3,349	)
Net loss for the period		360
Unappropriated retained earnings brought forward		4,768
Interim dividends		2,192
Unappropriated retained earnings at the end of the period		2,215

PROPOSAL OF APPROPRIATION OF UNAPPROPRIATED RETAINED EARNINGS

(In yen)

Unappropriated retained earnings at the end of the period			2,215,147,890
Restoration of general reserves			2,128,958,110
Total			4,344,106,000
To be appropriated as follows:
Dividends			2,180,358,075
(12.5 yen per share of common stock)
Unappropriated retained earnings carried forward to the next period			2,163,747,925

Note: The Company paid an aggregate of 2,192,906,300 yen or 12.5 yen per share of common stock as interim dividends on December 3, 2004.

AUDIT REPORT BY ACCOUNTING AUDITOR (COPY)

INDEPENDENT ACCOUNTANTS’ REPORT

May 6, 2005

To the Board of Directors of Pioneer Corporation

Tohmatsu & Co. Yutaka Suzuki, C.P.A. (seal) Designated partner and Engagement partner Yasuyuki Miyasaka, C.P.A. (seal) Designated partner Engagement partner Toshihiko Matsumiya , C.P.A. (seal) Designated partner and Engagement partner

Pursuant to Article 2 of the “Law Concerning Special Measures under the Commercial Code with Respect to Audit, etc. of Corporations (Kabushiki Kaisha)” of Japan, we have audited the financial statements, namely, the balance sheet, the statement of income, the business report (with respect to accounting matters only), the proposal of appropriation of unappropriated retained earnings and the supplementary schedules (with respect to accounting matters only) of Pioneer Corporation for the 59th accounting period from April 1, 2004 to March 31, 2005. The accounting matters included in the business report and the supplementary schedules referred to above are based on the Company’s books of account. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit from an independent position.

We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as the evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. Our audit includes auditing procedures applied to subsidiaries as considered necessary.

As a result of our audits, in our opinion:

(1)		The balance sheet and the statement of income present fairly the financial position and the results of operations of the Company in conformity with the applicable laws and regulations of Japan and the Company’s Articles of Incorporation.
(2)		The business report (with respect to accounting matters only) presents fairly the Company’s affairs in conformity with the applicable laws and regulations of Japan and the Company’s Articles of Incorporation.
(3)		The proposal of appropriation of unappropriated retained earnings is in conformity with the applicable laws and regulations of Japan and the Company’s Articles of Incorporation.
(4)		The supplementary schedules (with respect to accounting matters only) present fairly the information required to be set forth therein under the Commercial Code of Japan.

Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Law of Japan.

- END -

AUDIT REPORT BY THE BOARD OF CORPORATE AUDITORS (COPY)

AUDIT REPORT

May 12, 2005

The Board of Corporate Auditors has prepared this audit report as follows, upon deliberation after being reported by each Corporate Auditor on the methods and results of auditing with respect to the execution of functions by directors during the 59th accounting period from April 1, 2004 to March 31, 2005.

1.		Summary of the methods of auditing by Corporate Auditors
		In accordance with such matters as the policy of auditing and assignment of auditing work determined by the Board of Corporate Auditors, each Corporate Auditor attended meetings of the board of directors and other important meetings, called on directors and other personnel for reports of business, inspected important documents, and investigated the condition of operations and property at the head office and the principal places of business. Regarding subsidiaries, each Corporate Auditor requested subsidiaries’ reports on business as considered necessary under the circumstances, visited subsidiaries from time to time, and thus investigated the condition of operations and property. The Board of Corporate Auditors also received a report of the accounting auditor’s audits and examined the accounting documents and the supplementary schedules.
		In addition, regarding such matters as transactions of directors that compete with the Company, transactions in which interests are contrary between directors and the Company, benefits given by the Company free of charge to shareholders, unusual transactions between the Company and subsidiaries or shareholders, and acquisition and disposal of shares of the Company, we called on directors and other personnel for reports and investigated the circumstances, when considered necessary.
2.		Results of auditing

	(1)		The methods and the results of auditing by Tohmatsu & Co., the independent accountants and the Company’s Accounting Auditor, are appropriate.
	(2)		The business report presents fairly, in conformity with the applicable laws and regulations of Japan and the Company’s Articles of Incorporation, the status of the Company.
	(3)		The proposal of appropriation of unappropriated retained earnings is proper in view of the financial position of the Company and other circumstances.
	(4)		The supplementary schedules are proper and present fairly matters as are required to be reported therein.
	(5)		Regarding execution of functions by directors, including functions thereby regarding subsidiaries, there exist no unjust acts or serious violation of laws and regulations of Japan or the Company’s Articles of Incorporation therein.

It is to be added that there are no acts by directors in contravention of their duties regarding their transactions which compete with the Company, transactions in which interests are contrary between directors and the Company, benefits given by the Company free of charge to shareholders, unusual transactions between the Company and subsidiaries or shareholders, and acquisition and disposal of shares of the Company.

- END -

REFERENCE DOCUMENT FOR THE EXERCISE OF THE VOTING RIGHT

1.		NUMBER OF VOTING RIGHTS HELD BY ALL SHAREHOLDERS: 1,742,136
2.		AGENDA ITEMS AND REFERENCE MATERIALS THEREOF:

Agenda Item No. 1. Approval of Proposal of Appropriation of Unappropriated Retained Earnings for the 59th Accounting Period

The board of directors hereby proposes to appropriate the unappropriated retained earnings for the 59th accounting period as described on page 27. The Company’s policy on dividends allows for continued and stable dividend payment. The Company determines the appropriate dividend, taking into consideration its financial condition, business results and other factors, all on a consolidated basis. Based on this policy, for the year-end cash dividend for the 59th accounting period, the Board hereby proposes to pay at the ratio of 12.5 yen per share of common stock, the same amount as in the previous accounting period Combined with the interim dividend, this payment will bring the total annual cash dividends for the 59th accounting period to 25.0 yen per share of common stock. The Board has determined to propose no bonus to Directors and Corporate Auditors for this accounting period.

Agenda Item No. 2. Election of Thirteen (13) Individuals as Directors

As the terms of offices of all of twelve (12) Directors currently in office will expire at the conclusion of this Ordinary General Meeting of Shareholders, a proposal is hereby made to elect thirteen (13) Directors at this meeting. The candidates for Directors are as follows: Candidates for Directors

No. 1 Kanya Matsumoto

			Date of Birth:		June 12, 1930
			Number of Pioneer Shares Held:		2,935,359

Brief Personal Profile:

April 1955:

Joined Pioneer

November 1960:

Director; General Manager of Ohmori Plant

October 1968:

Managing Director; General Manager of Audio Products Division

November 1973:

Senior Managing Director and Representative Director; General Manager of Audio Products Division II

December 1982:

Executive Vice President and Representative Director

June 1996:

Vice Chairman and Representative Director

May 1999 to present:

Chairman and Representative Director

No. 2 Kaneo Ito

			Date of Birth:		April 30, 1936
			Number of Pioneer Shares Held:		17,233

Brief Personal Profile:

January 1965:

Joined Pioneer

October 1981:

Managing Director of Pioneer Europe NV

December 1982:

Director

April 1984:

Director; General Manager of International Division

December 1988:

Managing Director; General Manager of International Division

June 1991:

Senior Managing Director and Representative Director; General Manager of International Business Group and in charge of overseas operations and Public Relations Division

June 1996 to present:

President and Representative Director

No. 3 Tamihiko Sudo

			Date of Birth:		April 28, 1947
			Number of Pioneer Shares Held:		2,000

Brief Personal Profile:

April 1970:

Joined Pioneer

February 1989:

Managing Director of Pioneer Electronics (Holland) B.V.

June 2000:

Executive Officer; Executive Vice President of Mobile Entertainment Company

June 2002:

Senior Executive Officer; President of Mobile Entertainment Company

June 2003:

Managing Director; President of Mobile Entertainment Company

June 2004 to present:

Senior Managing Director and Representative Director; President of Mobile Entertainment Company

No. 4 Akira Niijima

			Date of Birth:		March 9, 1944
			Number of Pioneer Shares Held:		9,600

Brief Personal Profile:

April 1969:

Joined Pioneer

September 1995:

President of Pioneer North America, Inc.

June 1997:

Director

March 1998:

Director; General Manager of International Affairs Division

June 2000:

Managing Director; General Manager of Corporate Planning Division and in charge of Personnel Division

June 2002:

Senior Managing Director; President of Home Entertainment Company

June 2004 to present:

Senior Managing Director and Representative Director; In charge of administration and export management in general

No. 5 Hajime Ishizuka

			Date of Birth:		May 3, 1947
			Number of Pioneer Shares Held:		6,200

Brief Personal Profile:

April 1970:

Joined Pioneer

June 2000:

Executive Officer; General Manager of International Business Division

June 2002:

Senior Executive Officer; General Manager of Components Business Division and in charge of International Business Division

June 2003:

Director; President of Components Business Company and in charge of International Business Division

June 2004 to present:

Senior Managing Director and Representative Director; President of Home Entertainment Business Company and AV Business Company, and Plant Manager of Tokorozawa Plant

No. 6 Osamu Yamada

			Date of Birth:		March 16, 1944
			Number of Pioneer Shares Held:		1,000

Brief Personal Profile:

April 1967:

Joined the Japan Broadcasting Corporation (NHK)

June 1999:

General Manager of NHK Technical Research Laboratory

June 2002:

Joined Pioneer; Counselor of Pioneer

June 2002:

Senior Executive Officer; General Manager of Research & Development Group

June 2003 to present:

Managing Director; General Manager of Research & Development Group and Corporate Research & Development Laboratories

Representation in Other Companies:

President and Representative Director of Advanced PDP Development Center Corporation

No. 7 Tadahiro Yamaguchi

			Date of Birth:		March 24, 1946
			Number of Pioneer Shares Held:		6,000

Brief Personal Profile:

April 1969:

Joined Pioneer

June 1997:

Director; General Manager of Home Electronics Business Group

June 2002:

Managing Director; Executive Vice President of Home Entertainment Company (in charge of technologies, production, and quality control), in charge of Cable & Satellite Systems Division, and Plant Manager of Tokorozawa Plant

April 2004 to present:

Managing Director; Executive Vice President of Plasma Display Business Company (in charge of technologies and production) and Plant Manager of Ohmori Plant

No. 8 Satoshi Matsumoto

			Date of Birth:		April 15, 1954
			Number of Pioneer Shares Held:		416,200

Brief Personal Profile:

March 1983:

Joined Pioneer

June 1998:

Director; General Manager of Division of Environmental Preservation

June 2002:

Managing Director; General Manager of Division of Environmental Preservation

November 2003 to present:

Managing Director; General Manager of Environmental Preservation Division and Environmental Preservation Group

No. 9 Koichi Shimizu

			Date of Birth:		February 3, 1944
			Number of Pioneer Shares Held:		2,500

Brief Personal Profile:

April 1966:

Joined Pioneer

January 1996:

President of Pioneer Industrial Components, Inc.

June 1999:

Executive Officer; In charge of technologies and production (Plant Manager of Kawagoe Plant) of Mobile Entertainment Company

July 2000:

Executive Officer; Managing Director of Pioneer Electronics Asiacentre Pte. Ltd.

June 2001:

Senior Executive Officer

June 2002:

Director; General Manager of Production Management and Coordination Division, and Procurement Center

June 2004 to present:

Managing Director; In charge of technologies, production and quality control in general, General Manager of Procurement Center, and in charge of Strategic IT Division

No. 10 Yoichi Sato

			Date of Birth:		January 15, 1950
			Number of Pioneer Shares Held:		None

Brief Personal Profile:

December 1979:

Joined Pioneer

January 1999:

General Manager of Engineering Division of Display Products Company

June 2000:

Director of Shizuoka Pioneer Corporation (presently Pioneer Display Products Corporation)

July 2002:

General Manager of Engineering Division of Display Business Division of Home Entertainment Company

June 2003:

Executive Officer; General Manager of Engineering Division of Display Business Division of Home entertainment Company

July 2004 to present:

Executive Officer; Deputy General Manager of Research & Development Group and General Manager of PDP Development Center

No. 11 Akira Haeno

			Date of Birth:		February 14, 1949
			Number of Pioneer Shares Held:		1,900

Brief Personal Profile:

April 1972:

Joined Pioneer

July 1997:

General Manager of Engineering Division of Mobile Entertainment Company

July 2000:

Managing Director of Pioneer Technology Belgium NV

March 2004:

Plant Manager of Kawagoe Plant and General Manager of Production Division of Mobile Entertainment Company

June 2004:

Executive Officer; Plant Manager of Kawagoe Plant and General Manager of Production Division of Mobile Entertainment Company

March 2005 to present:

Executive Officer; Plant Manager of Kawagoe Plant, General Manager of Production Division and Engineering Development Division of Mobile Entertainment Company

No. 12 Tatsuhiro Ishikawa

			Date of Birth:		April 4, 1939
			Number of Pioneer Shares Held:		1,000

Brief Personal Profile:

April 1965:

Public Prosecutor of Tokyo District Public Prosecutors Office

September 1989:

General Manager of Special Investigation Division of Tokyo District Public Prosecutors Office

April 1993:

Deputy Superintending Prosecutor of Tokyo District Public Prosecutors Office

June 1996:

General Manager of Public Trial Division of Supreme Public Prosecutors Office

February 1997:

Superintending Prosecutor of Tokyo District Public Prosecutors Office

April 1999:

Superintending Prosecutor of Fukuoka High Public Prosecutors Office

November 2000:

Superintending Prosecutor of Nagoya High Public Prosecutors Office

December 2001:

Admitted to Tokyo Bar Association

December 2001 to present:

Professor of Asia University

December 2001:

Senior Advisor of Pioneer

June 2002 to present:

Director

No. 13 Shunichi Sato

			Date of Birth:		February 10, 1941
			Number of Pioneer Shares Held:		1,000

Brief Personal Profile:

April 1964:

Entered the Ministry of Foreign Affairs of Japan

April 1987:

Minister of Embassy of Japan in France

February 1991:

Consul General of Consulate General of Japan at Montreal

July 1995:

Director General of Latin American and Caribbean Affairs Bureau

August 1997:

Japanese Ambassador Extraordinary and Plenipotentiary to Poland

April 2000:

Japanese Ambassador Extraordinary and Plenipotentiary to Belgium

December 2003:

Retired from office of the Ministry of Foreign Affairs of Japan

January 2004:

Senior Advisor of Pioneer

June 2004 to present:

Director

Note: Each candidate has no particular interest in the Company.

Agenda Item No. 3. Presentation of Retirement Allowance to a Retiring Director

To reward Mr. Takashi Kobayashi, who will retire from the office of Director upon expiration of his term at the time of conclusion of this Ordinary General Meeting of Shareholders, for his services rendered during his term in office, a proposal is hereby made to present him the retirement allowance within the reasonable amount in accordance with the existing regulations of the Company. It is also proposed to leave the determination of the exact amount, time, method, etc. of the presentation to the resolution of the meeting of the board of directors to be held hereafter. A brief personal profile of Mr. Takashi Kobayashi is as follows:

Takashi Kobayashi June 1993 Director June 1998 Managing Director June 2002 Senior Managing Director June 2004: Senior Managing Director and Representative Director

Agenda Item No. 4. Issue of Share Acquisition Rights for the Purpose of Granting Stock Options

To further raise the motivation and the morale for improvement of the consolidated business performance of the Company, the Company hereby asks for authorization to issue share acquisition rights pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code of Japan, as stock options to directors, executive officers and employees of the Company and directors of its subsidiaries according to the following terms:

	(1)		Persons to whom share acquisition rights shall be allocated:
			Directors, executive officers and a number of employees of the Company as well as a number of directors of domestic or overseas subsidiaries of the Company (hereinafter referred to as the “Qualified Persons”)
	(2)		Aggregate number of share acquisition rights:
			Not exceeding 3,500
			The number of shares to be issued upon exercise of each share acquisition right (hereinafter referred to as the “Number of Granted Shares”) shall be 100; provided, however, in case the Company splits or consolidates its shares of common stock on or after the date of issue of share acquisition rights (hereinafter referred to as the “Issue Date”), the Number of Granted Shares shall be adjusted according to the following formula:

Number of GrantedShares after adjustment = Number of GrantedShares before adjustment x Ratio of split orconsolidation

			In addition, the Number of Granted Shares shall be appropriately adjusted to the necessary and reasonable extent, in the case of merger, company split or capital reduction of the Company and in any other case similar thereto where an adjustment of the Number of Granted Shares shall be required.
			Any fraction less than one (1) share resulting from this adjustment shall be disregarded.
	(3)		Class and number of shares to be issued (or transferred from the Company’s own shares held by the Company in lieu thereof; hereinafter the same shall apply) upon exercise of share acquisition rights:
			Shares of common stock of the Company not exceeding 350,000; provided, however, in case the Number of Granted Shares shall be adjusted pursuant to (2) above, the number of shares to be issued shall be adjusted to the number obtained by multiplying the aggregate number of share acquisition rights to be issued by the Number of Granted Shares after adjustment.
	(4)		Issue price of the share acquisition rights:
			No consideration shall be paid.
	(5)		Amount to be paid in upon exercise of share acquisition rights:
			The amount to be paid in per share upon exercise of share acquisition rights (hereinafter referred to as the “Exercise Price”) shall be the amount obtained by multiplying the higher of either (i) the average of closing prices (including quotations; hereinafter the same shall apply) in the regular tradings of the shares of common stock of the Company on the Tokyo Stock Exchange for 30 consecutive trading days (excluding any trading day on which the closing price does not exist) commencing on the day 45 trading days prior to the Issue Date or (ii) such closing price on the day immediately preceding the Issue Date (if the closing price does not exist on such day, the closing price on the day immediately preceding such day), by 1.05. Any fraction less than one (1) yen resulting from this calculation shall be rounded up to the nearest one (1) yen.

Provided, however, in case the Company splits or consolidates its shares of common stock on or after the Issue Date, the Exercise Price shall be adjusted according to the following formula and any fraction less than one (1) yen resulting from this adjustment shall be rounded up to the nearest one (1) yen:

Exercise Priceafter adjustment

Exercise Pricebefore adjustment

Ratio of split or consolidation

			In addition, the Exercise Price shall be appropriately adjusted to the necessary and reasonable extent, in the case of merger, company split or capital reduction of the Company and in any other case similar thereto where an adjustment of the Exercise Price shall be required.
	(6)		Period during which share acquisition rights may be exercised:
			From and including July 2, 2007, to and including June 30, 2010
	(7)		Conditions for exercise of share acquisition rights:

(i) Each share acquisition right may not be exercised in part. (ii) Other conditions for exercise of share acquisition rights shall be determined by the board of directors of the Company.

	(8)		Cancellation of share acquisition rights:
			The Company may at any time acquire share acquisition rights and cancel them without any consideration.
	(9)		Restriction on transfer of share acquisition rights:
			Share acquisition rights cannot be transferred unless an approval of the board of directors of the Company shall be obtained.
	(10)		Others:

(i) In case a Qualified Person is no longer a director, executive officer or employee of the Company or any of its subsidiaries, such Qualified Person shall not be entitled to exercise share acquisition rights, unless the above is resulted from resignation due to expiration of the term of office, compulsory retirement age, involuntary retirement or any other reasonable event. (ii) Allocation of share acquisition rights shall be made subject to the execution of, and in accordance with, an agreement for allocation of share acquisition rights between the Company and each Qualified Person which provides, in addition to the foregoing, the matters and conditions deemed necessary by the board of directors of the Company, based on the resolution adopted at this ordinary general meeting of shareholders, in order to achieve the purpose of this issue of share acquisition rights.

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