CANON INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
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REGISTRATION STATEMENT PURSUANT TO |
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SECTION 12(b) |
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OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2007 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 |
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OR 15(d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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OR |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 |
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OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Date
of event requiring this shell company report
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Commission file number 001-15122
CANON KABUSHIKI KAISHA
(Exact name of Registrant in Japanese as specified in its charter)
CANON INC.
(Exact name of Registrant in English as specified in its charter)
JAPAN
(Jurisdiction of incorporation or organization)
30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan
(Address of principal executive offices)
Katsuhito
Yanagibashi, +81-3-3758-2111, +81-3-5482-9680, 30-2, Shimomaruko
3-chome, Ohta-ku, Tokyo 146-8501, Japan
(Name, Telephone, Facsimile number and Address of Company Contact
Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class |
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Name of each exchange on which registered |
(1) Common Stock (the shares)
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New York Stock Exchange* |
(2) American Depositary Shares
(ADSs), each of which
represents one share
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.
None
(Title of Class)
* Not for trading, but only for technical purposes in connection with the registration of ADSs.
Indicate
the number of outstanding shares of each of the issuers classes
of capital or common stock as of the close of the period covered by
the annual report.
As of December 31, 2007, 1,261,047,782 shares of common stock, including 73,640,348
ADSs, were outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes þ No o
If this report is an annual or transition report, indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Yes o No þ
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 þ Item 18 o
Indicate
by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this filing:
þ U.S. GAAP
o International Financial
Reporting Standards as issued by the International Accounting
Standards Board
o Other
If
other has been checked in response to the previous
question, indicate by check mark which financial statement item the
registrant has elected to follow.
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Item 17
o Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes
o No þ
CERTAIN DEFINED TERMS, CONVENTIONS AND PRESENTATION OF FINANCIAL INFORMATION
All information contained in this Annual Report is as of December 31, 2007 unless otherwise
specified.
References in this discussion to the Company are to Canon Inc. and, unless otherwise indicated,
references to the financial condition or operating results of Canon refer to Canon Inc. and its
consolidated subsidiaries.
On March 21, 2008, the noon buying rate for yen in New York City as reported by the Federal Reserve
Bank of New York was ¥99.40 = U.S.$1.
The Companys fiscal year end is December 31. In this Annual Report fiscal 2007 refers to the
Companys fiscal year ended December 31, 2007, and other fiscal years of the Company are referred
to in a corresponding manner.
FORWARD-LOOKING INFORMATION
This Annual Report contains forward-looking statements and information relating to Canon that are
based on beliefs of its management as well as assumptions made by and information currently
available to Canon Inc. When used in this Annual Report, the words anticipate, believe,
estimate, expect, intend, may, plan, project and should and similar expressions, as
they relate to Canon or its management, are intended to identify forward-looking statements. Such
statements, which include, but are not limited to, statements
contained in Item 3. Key InformationRisk Factors,
Item 5. Operating and Financial Review and Prospects and
Item 11. Quantitative and Qualitative Disclosures about Market
Risk, reflect the current views and assumptions of the Company with respect to future events
and are subject to risks and uncertainties. Many factors could cause the actual results,
performance or achievements of Canon to be materially different from any future results,
performance or achievements that may be expressed or implied by such forward-looking statements,
including, among others, changes in general economic and business conditions, changes in currency
exchange rates and interest rates, introduction of competing products by other companies, lack of
acceptance of new products or services by Canons targeted customers, inability to meet efficiency
and cost reduction objectives, changes in business strategy and various other factors, both
referenced and not referenced in this Annual Report. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those described herein as anticipated, believed, estimated, expected,
intended, planned or projected. Canon Inc. does not intend or assume any obligation to update these
forward-looking statements.
1
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected financial data
The following selected consolidated financial data has been derived from the consolidated
financial statements of Canon as of each of the dates and for each of the periods indicated below.
This information should be read in conjunction with and qualified in its entirety by reference to
the Consolidated Financial Statements of Canon Inc. and subsidiaries, including the notes thereto,
included in this Annual Report. These financial statements have been audited by Ernst & Young
ShinNihon, Independent Registered Public Accounting Firm as of and for the years ended December 31,
2007, 2006, 2005 and 2004. The financial statements for periods prior to the year ended December
31, 2004 were audited by KPMG AZSA & Co., Independent Registered Public Accounting Firm.
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Selected financial data *1: |
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2007 *4 |
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2006 |
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2005 |
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2004 |
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2003 |
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(Millions of yen, except average number of shares and per share data) |
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Net sales |
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¥ |
4,481,346 |
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¥ |
4,156,759 |
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¥ |
3,754,191 |
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¥ |
3,467,853 |
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¥ |
3,198,072 |
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Operating profit |
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756,673 |
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707,033 |
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583,043 |
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543,793 |
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454,424 |
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Net income |
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488,332 |
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455,325 |
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384,096 |
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343,344 |
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275,730 |
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Advertising expenses |
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132,429 |
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116,809 |
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106,250 |
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111,770 |
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100,278 |
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Research and development expenses |
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368,261 |
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308,307 |
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286,476 |
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275,300 |
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259,140 |
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Depreciation of property, plant and equipment |
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309,815 |
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235,804 |
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205,727 |
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174,397 |
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168,636 |
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Capital expenditures |
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428,549 |
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379,657 |
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383,784 |
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318,730 |
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210,038 |
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Long-term debt, excluding current installments |
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8,680 |
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15,789 |
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27,082 |
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28,651 |
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59,260 |
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Common stock |
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174,698 |
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174,603 |
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174,438 |
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173,864 |
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168,892 |
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Stockholders equity |
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2,922,336 |
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2,986,606 |
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2,604,682 |
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2,209,896 |
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1,865,545 |
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Total assets |
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4,512,625 |
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4,521,915 |
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4,043,553 |
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3,587,021 |
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3,182,148 |
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Average
number of common shares in thousands *2 |
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1,293,296 |
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1,331,542 |
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1,330,761 |
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1,328,048 |
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1,317,974 |
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Per share data *2: |
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Net income: |
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Basic |
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¥ |
377.59 |
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¥ |
341.95 |
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¥ |
288.63 |
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¥ |
258.53 |
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¥ |
209.21 |
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Diluted |
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377.53 |
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341.84 |
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288.36 |
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257.85 |
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207.17 |
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Cash dividends declared |
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110.00 |
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83.33 |
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66.67 |
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43.33 |
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33.33 |
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Cash dividends declared (U.S.$)*3 |
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$ |
1.034 |
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$ |
0.709 |
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$ |
0.580 |
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$ |
0.401 |
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$ |
0.309 |
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Notes:
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The above financial data is prepared in accordance with U.S. generally accepted accounting principles. |
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The Company made a three-for-two stock split on July 1, 2006. The average number of common shares and
the per share data for the periods presented have been adjusted to reflect the stock split. |
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Annual cash dividends declared (U.S.$) are translated from yen based on a weighted average of the
noon buying rates for yen in New York City as reported by the Federal Reserve Bank of New York in
effect on the date of each semiannual dividend payment or on the latest practicable date. |
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4. |
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See Note 1-(l) of Notes to Consolidated Financial Statements for information regarding accounting change. |
2
The following table provides the noon buying rates for Japanese yen in New York City as
reported by the Federal Reserve Bank of New York expressed in Japanese yen per U.S.$1 during the
periods indicated and the high and low noon buying rates for Japanese yen per U.S.$1 during the
months indicated. On March 21, 2008, the noon buying rate for yen in New York City as reported by the Federal Reserve Bank of New York was ¥99.40 = U.S.$1.
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Yen exchange rates per U.S. dollar: |
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Average |
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Term end |
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High |
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Low |
2003 |
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115.83 |
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107.13 |
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121.42 |
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106.93 |
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2004 |
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107.63 |
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102.68 |
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114.30 |
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102.56 |
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2005 |
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110.74 |
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117.88 |
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120.93 |
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102.26 |
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2006 |
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115.99 |
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119.02 |
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119.81 |
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110.07 |
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2007 -Year |
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117.45 |
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111.71 |
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124.09 |
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108.17 |
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- 1(st) half |
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123.39 |
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124.09 |
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116.01 |
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- July |
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119.13 |
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123.34 |
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118.41 |
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- August |
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115.83 |
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119.76 |
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113.81 |
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- September |
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114.97 |
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116.21 |
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113.43 |
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- October |
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115.27 |
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117.71 |
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113.94 |
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- November |
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111.02 |
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114.87 |
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108.17 |
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- December |
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111.71 |
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114.45 |
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109.68 |
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2008 - January |
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106.74 |
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109.70 |
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105.42 |
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- February |
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104.19 |
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108.15 |
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104.19 |
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Note: The average exchange rates for the periods are the average of the exchange rates on the
last day of each month during the period.
B. Capitalization and indebtedness
Not applicable.
C. Reasons for the offer and use of proceeds
Not applicable.
D. Risk Factors
Canon is one of the worlds leading manufacturers of plain paper copying machines, digital
multifunction devices, laser beam printers, bubble jet printers, cameras, steppers and aligners.
Primarily because of the nature of the business areas and geographical areas in which Canon
operates and the highly competitive nature of the industries to which it belongs, Canon is exposed
to a variety of risks and uncertainties in carrying out its businesses, including, but not limited
to, the following:
Risks Related to Canons Industries
Canon has invested and will continue to invest heavily in next-generation technologies. If the
market for these technologies does not develop as Canon expects or if its competitors produce these
or competing technologies in a more timely or effective manner, Canons operating results could be
materially adversely affected.
Canon has made and will continue to make investments in next-generation technology research
and development initiatives. Canons competitors may achieve research and development breakthroughs
in these technologies more quickly than Canon, or may achieve advances in competing technologies
that render products under development by Canon uncompetitive. In step with the continuous
evolution in technologies, Canon has increased the size of its investment in development and
manufacturing. If Canons business strategies diverge from market needs, Canon may not recover some
or all of its investment, lose business opportunities, or both, which may materially adversely
affect Canons operating results. In addition, Canon has sought
to develop production technology and
production equipment to increase the automation of its manufacturing
process and in-house production of
key devices. If Canon cannot effectively implement these techniques, Canon may fail to realize its
cost advantages or differentiation, and lose business opportunities, which may adversely affect
Canons operating results. While differentiation in technology and product development is an
important part of Canons strategy, Canon must also accurately assess the demand for and perceived
market acceptance of new technologies and products that it develops. If Canon pursues technologies
or develops products that do not become commercially accepted, its operating results could be
adversely affected.
It is assumed that Canon, as a matter of corporate strategy, seeks to enter into new business
fields by developing next-generation technologies. If Canon enters new business fields, Canon may
not be able to establish a successful business model, or may face severe competition with new
competitors. If such risks arise, Canons operating results may be adversely affected.
If Canon does not effectively manage transitions in its products and services, its operating
results may decline.
Many of the businesses in which Canon competes are characterized by rapid technological
advances in hardware performance, software functionality and product features, the frequent
introduction of new products, short product life cycles, and continual improvement in product price
characteristics relative to product performance. If Canon does not make an effective transition
from existing products and services to new offerings, its revenue and profits may decline. Among
the risks associated with the introduction of new products and services are delays in development
or manufacturing, low product marketability due to poor product quality, variations in
manufacturing costs, delays in customer purchases in anticipation of new introductions, difficulty
in predicting customer demand for new product offerings and difficulty in effective management of
inventory levels in line with anticipated demand. Canons revenue and gross margin also may suffer
due to the timing of product or service introductions by its competitors. This risk is exacerbated
when a product has a short life cycle or a competitor introduces a new product just before Canons
introduction of a similar product. Furthermore, sales of Canons new products and services may
replace sales of, or result in discounting of, some of its current product offerings, sometimes
offsetting the benefits derived from the introduction of a successful new product or service. Canon
must also ensure that its new products are not duplicative and do not overlap with existing
products and operations. Given the competitive nature of Canons businesses, if any of these risks
materialize, future demand for its products and services will be reduced and its results of
operations may decline.
Canons digital camera business operates in a highly competitive environment.
The recent accelerated trend towards digitalization has resulted in the entry of new
competitors into the digital camera market, such as electronics manufacturers and other specialized
companies which were not active during the analog camera era. If this industry develops more
rapidly than initially anticipated by Canon, it may not be able to maintain its position as an
industry leader in many of its business categories. Canons success in this increasingly
competitive environment will depend on its investments in research and development, ability to cut
costs and commitment to continuously providing the market with attractive products offering high
added-value. If Canon is unable to remain innovative while reducing costs, it may lose market share
and its results of operations may be adversely affected.
3
Because the semiconductor industry is highly cyclical, Canon may be adversely affected by any
downturn in the industry.
The semiconductor industry is characterized by up and down business cycles, the timing, length
and volatility of which are difficult to predict. Recurring periods of oversupply of integrated
circuits have at times led to significantly reduced demand for capital equipment, including the
steppers and aligners Canon produces. Despite this cyclicality, Canon must maintain significant
levels of research and development expenditure in order to maintain its competitiveness. Canons
business and operating results could be materially adversely affected by future downturns in the
semiconductor industry and related fluctuations in the demand for capital equipment in general, and
particularly by memory manufacturers.
In addition, liquid crystal display (LCD) panel manufacturers are facing severe price
reductions of LCD panels as a result of intense competition among makers of LCD televisions and LCD
monitors used in personal computers. As a result, panel manufacturers may reduce equipment
investment, which may adversely affect Canons business operations.
Downturns in the semiconductor industry have caused Canons customers to change their
operating strategies, which in turn may affect Canons business.
Many device manufacturers have changed their business models to focus on the design of
semiconductors, while consigning the production of semiconductors to lower-cost foundries. Canon
cannot accurately predict the future effect of these trends on its business. However, as research
and development, manufacturing and sales activities become increasingly globalized in response to
these trends, shifting particularly to emerging markets, unexpected global developments, such as
adverse regulatory or legal changes, and unanticipated events, such as natural disasters, may
adversely affect Canons business operations.
In addition, there are only approximately ten companies in the world which produce large-sized
LCD panels. If Canon is insufficiently responsive to market trends in the LCD panel industry base,
including market reorganization, Canon may not be able to maintain its customer base which may
materially adversely affect Canons business operations.
The semiconductor equipment industry is characterized by rapid technological change. If Canon
does not constantly develop new products to keep pace with technological change and meet its
customer requirements, Canon may lose customers and its business may suffer.
Canons steppers and mask aligners are affected by rapid technological change and can quickly
become obsolete. Canon believes its future success in the stepper and aligner business depends on
its ability to continue to enhance its existing products and develop new products using new and
more advanced technologies. In particular, as semiconductor pattern sizes continue to decrease, the
demand for more technologically advanced steppers is likely to increase. Canons existing stepper
and mask aligner products could become obsolete sooner than anticipated because of faster than
anticipated changes in one or more of the technologies related to Canons products or in the market
demand for products based on a particular technology. Any failure by Canon to develop the advanced
technologies required by its customers at progressively lower costs and to supply sufficient
quantities to a worldwide customer base could adversely affect Canons net sales and profitability.
Growing popularity of High Definition (HD) and increased diversification of recording media
may adversely affect Canons video camcorder business.
The video camcorder market is now almost entirely based on digital formats and the increase in
High Definition television broadcasts has led to a gradual shift from the SD format to the HD
format. At the same time, many products using new media formats such as MiniDV tapes, DVD (Digital
Versatile Drive), HDD (Hard Disk Drive) and SD (Secure Digital) cards, have appeared at a rate that
outpaces the proliferation of HD. Failure by Canon to accurately forecast demand in these
increasingly diversified markets could have an adverse affect on Canons operating results.
If the market demand shifts to new products using a new recording media format that Canon has
not anticipated, Canon may be required to increase the size of its investments in research and
development. The resulting increased research and development costs could adversely affect Canons
business and operating results.
Risks Related to Canons Business
Canon derives a significant percentage of its revenues from Hewlett-Packard.
Canon depends on Hewlett-Packard for a significant part of its business. For fiscal 2007,
approximately 22% of Canons net sales were to Hewlett-Packard. As a result, Canons business and
results of operations may be affected by the policies, business and results of operations of
Hewlett-Packard. Any decision by Hewlett-Packard management to limit or reduce the scope of its
relationship with Canon would adversely affect Canons business and results of operations.
Canon depends on a limited number of suppliers for certain key components.
Canon relies on a limited number of outside vendors which meet Canons strict criteria for
quality, efficiency and environmental friendliness for certain critical components used in its
products. In some cases, Canon may be forced to discontinue its production of some or all of its
products if certain vendors that supply key components across Canons product lines experience
unforeseen difficulties, or if such parts suffer from quality problems or are in short supply.
Canons reliance on a limited number of suppliers involves several risks, including a potential
inability to obtain an adequate supply of required components, the risk of untimely delivery of
these subassemblies and components and the risk for a substantial increase in price of these
components to occur. If such problems arise, Canons operating results will be adversely affected.
Although competition is increasing in the market for sales of supplies and services following
initial product placement, Canon maintains a high market share in sales of such supplies. As a
result, Canon may be subject to antitrust-related suits, investigations or proceedings which may
adversely affect its operating results or reputation.
A portion of Canons net sales consists of sales of supplies and the provision of services
occurring after the initial equipment placement. As these supplies and services have become more
commoditized, the number of competitors in these markets has increased. Canons success in
maintaining these post-placement sales will depend on its ability to compete successfully with
these competitors, some of which may offer lower-priced products or services. Despite the increase
in competitors, Canon currently maintains high market shares in the market for supplies.
Accordingly, Canon may be subject to suits, investigations or proceedings under relevant antitrust
laws and regulations. Any such suits, investigations or proceedings may lead to substantial costs
and have an adverse effect on Canons operating results or reputation.
Increases in counterfeit Canon products may adversely affect Canons brand image and its
operating results.
In recent years, Canon has experienced a worldwide increase in the emergence of counterfeit
Canon products. Such counterfeit products may diminish Canons brand image, particularly if
purchasers of such products are unaware of their counterfeit status and attribute the counterfeit
products poor product quality to Canon. Canon has been taking measures to halt the spread of
counterfeit products. However, there can be no assurance that such measures will be successful, and
the continued production and sale of such products could adversely affect Canons brand image as
well as its operating results.
4
Per unit production costs are highest when a new product is introduced, and if such new
products are not successful or if Canon fails to achieve cost reductions over time, Canons gross
profits may be adversely affected.
The unit cost of Canons products has historically been highest when they are newly introduced
into production. New products have at times had a negative impact on its gross profit, operating
results and cash flow. Cost reductions and enhancements typically come over time through:
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engineering improvements; |
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economies of scale; |
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improvements in manufacturing processes; |
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improved serviceability of products; and |
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reduced inventories of parts and products. |
Initial shipments of new products adversely affect Canons profit and cash flow, and if new
products do not achieve sufficient sales volumes, Canons gross profit, operating results and cash
flow may be adversely affected.
Cyclical patterns in sales of Canons products make planning and inventory management
difficult and future financial results less predictable.
Canon generally experiences variable seasonal trends in the sale of its consumer-oriented
products, which results in sales fluctuations. Canon has little control over the various factors
that produce these seasonal trends. Accordingly, it is difficult to predict near-term demand which
as a result places pressure on Canons inventory management and logistics systems. If product
supply from Canon is substantially greater than actual demand, there will be excess inventory,
thereby putting downward pressure on selling prices and reducing Canons revenue. Alternatively, if
demand substantially exceeds the supply of products from Canon, its ability to fulfill orders may
be limited, which could adversely affect net sales and increase the risk of unanticipated
variations in its results of operation.
Canons business is subject to changes in the sales environment.
Particularly in Europe and the United States, a substantial portion of market share is
concentrated in a relatively small number of large distributors. Canons sales of products to these
distributors constitute a significant percentage of Canons overall sales. As a result, any
disruptions in its relationships with these large distributors in specific sales territories could
adversely affect Canons ability to meet its sales targets. Any increase in concentration of
Canons sales to in these large distributors could result in a reduction of Canons pricing power
and adversely affect its profits. In addition, the rapid proliferation of Internet-based businesses
may render conventional distribution channels obsolete. These and other changes in Canons sales
environment could adversely affect Canons results of operations.
Canon is subject to financial and reputational risks due to product quality and liability
issues.
Although Canon works to minimize risks that may arise from product quality and liability
issues, there can be no assurance that Canon will be able to eliminate or mitigate occurrences of
these issues and consequent damages. If such factors adversely affect Canons operating activities,
generate expenses such as those for product recalls, service and compensation, or hurt its brand
image, its operating results or reputation for quality products may be adversely affected.
Canons success depends on the value of its brand name, and if the value of the brand name is
diminished, operating results and prospects will be adversely affected.
Canons success in its markets depends in part on its brand name and its value. Any negative
publicity regarding the quality of Canons products could have an adverse impact on operations,
especially those involving consumer products. There can be no assurance that such adverse publicity
will not occur or that such claims will not be made in the future. Furthermore, Canon cannot
predict the impact of such adverse publicity on its business and results of operations.
A substantial portion of Canons business activity is conducted outside Japan, exposing Canon
to the risks of international operations.
A substantial portion of Canons business activity is conducted outside Japan, which includes
developing and emerging markets in Asia. There are a number of risks inherent in doing business in
those markets, including the following:
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less developed technological infrastructure, which can affect
production or other activities or result in lower customer acceptance
of Canons services; |
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difficulties in recruiting and retaining personnel; |
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potentially adverse tax consequences; |
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longer payment cycles; |
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political turmoil or unfavorable economic factors; and |
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unexpected legal or regulatory changes. |
Canons inability to successfully manage the risks inherent in its international activities
could adversely affect its business and operating results. In order to produce Canons products
competitively and to reduce costs, Canon has several production facilities and more than ten sales
bases in China and is vigorously conducting significant production and sales activities in China.
Under such circumstances, unexpected events may occur, including political or legal change, labor
shortage or strikes, increased personnel costs or changes in economic conditions. In particular, a
large revaluation of the Chinese yuan, or a sudden significant change in the tax system or other
regulatory regimes could adversely affect Canons overall performance.
The spread of an epidemic disease, such as the avian flu transmitting to humans, in China or
elsewhere in Asia could also have a negative effect on Canons business. Canon has previously
imposed on its personnel travel restrictions to and from certain
countries affected by Severe Acute
Respiratory Syndrome (SARS) and similar medical crises in the future may disrupt manufacturing
processes and markets for Canons products. Given the importance
of Canons sales to non-Japan Asia, production
facilities and supply relationships, especially in China, Canons business may be more exposed to
this risk than to the global economy generally.
In addition, unexpected changes in the imposition of import taxes by foreign governments could
adversely affect Canons business and results of operations.
Canon may unintentionally infringe international trade laws and regulations, and any such
infringement may lead to an adverse effect on its business. The extent of the effect on Canons
business will depend upon the nature of the infringement and the severity of fines or other
sanctions imposed upon Canon. A major infringement could result in suspension of Canons trading
rights in one or more jurisdictions. In addition to any sanctions prescribed by law, adverse
publicity regarding an alleged infringement of trade laws and regulations by Canon may also have a
negative effect on the Canon brand and image.
All of the above factors regarding international operations could have an adverse impact on
Canons business results.
5
Canon depends on efficient logistics services to distribute its products worldwide.
Canon depends on efficient logistics services to distribute its products worldwide. Problems
with Canons computerized logistics system, or regional disputes or labor disputes, such as a
dockworkers strike, could lead to a disruption of Canons operations and result not only in
increased logistical costs, but also in loss of sales opportunities due to delays in delivery.
Also, because demand for Canons consumer products can fluctuate throughout the year, the failure
to adjust bookings of vessels and the preparation of warehouse space to reflect such fluctuations
could result in either a loss of sales opportunities or the incurrence of unnecessary costs.
In addition, the increasingly higher levels of precision required of semiconductor production
equipment like steppers and mask aligners and the resulting increase in the value and the size of
this equipment in recent years have resulted in a concurrent increase in the need for sensitive
handling and transportation of these products. Due to their precise nature, even a minor shock to
these products during the handling and transportation process could irreparably damage the entire
product. If unforeseen accidents during the handling and transportation process render a
significant portion of Canons higher-end precision products unmarketable, costs will increase and
Canon may lose sales opportunities and the trust of its customers.
Substantially higher crude oil prices have lead to increases in the cost of airfreight in the
form of fuel surcharges. Continued or further increases in crude oil prices could adversely affect
Canons results of operations.
Canon is endeavoring to reduce carbon dioxide emissions by increasing its use of railroad
transportation and ocean transportation to ship its products. Failure by Canon to meet its targets
may adversely affect Canons brand and image and its business.
Economic trends in Canons major markets may adversely affect its results of operations.
Economic downturns and declines in consumption in Canons major markets, including Japan, the
United States, Europe and non-Japan Asia, may affect the levels of both corporate and consumer sales. Demand
for Canons consumer products, such as cameras and printers, is discretionary. A decline in the
level of consumption caused by the weakening of general economic conditions could adversely affect
Canons results of operations.
Canons operating results are also affected by levels of business activity of its customers,
which in turn are affected by levels of economic activity in the industries and markets that they
serve. Declines in levels of business activity of Canons customers caused by the weakening of the
global economy could adversely affect Canons results of operations.
Risks Related to Environmental Issues
Canons business is subject to environmental laws and regulations.
Canon is subject to certain Japanese and foreign environmental requirements in areas such as
energy resource conservation, reduction of hazardous substances, collection and recycling of
products, clean air, water protection and waste disposal. A violation of these regulations by Canon
could have an adverse affect on Canons operating results. Canon cannot predict whether any pending
or future legislation will be adopted or what effect such legislation would have on it.
In some cases, mainly in the European Union, such as with the Directive on the Restriction of
the Use of Certain Hazardous Substances in Electrical and Electronic Equipment or the Directive
establishing a framework for the setting of EcoDesign requirements for Energy-using Products,
detailed implementation standards responsive to environmental requirements have not yet been
determined. Canon intends to implement such standards as they are determined and adopted. If
Canons measures do not meet such standards when they are adopted, Canon may be required to take
further action and incur additional costs to comply with these regulations.
Environmental clean-up and remediation costs relating to Canons properties and associated
litigation could decrease Canons net cash flow, adversely affect its results of operations and
impair its financial condition.
Canon is subject to potential liability for the investigation and clean-up of environmental
contamination at each of the properties that it owns or operates, at certain properties Canon
formerly owned or operated and at off-site locations where Canon arranged for the disposal of
hazardous substances. If Canon is held responsible for such costs in any future litigation or
proceedings, such costs may not be covered by insurance and may be material.
In addition, Canon may face liability for alleged personal injury or property damage due to
exposure to chemicals or other hazardous substances from its facilities. Canon may also face
liability for personal injury, property damage or natural resource damage, or for clean-up costs
for the alleged migration of contamination or other hazardous substances from its facilities. A
significant increase in the number or success of these claims and costs could adversely affect
Canons business and results of operations.
Risks Related to Intellectual Property
Canon may be subject to intellectual property litigation and infringement claims, which could
cause it to incur significant expenses or prevent it from selling its products.
Because of the emphasis on product innovation in the markets for Canons products, many of
which are subject to frequent technological innovations, patents and other intellectual property
are an important competitive factor. Canon relies primarily on technology it has developed, and
Canon seeks to protect such technology through a combination of patents, trademarks and other
intellectual property rights.
Canon faces the risks that:
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competitors will be able to develop similar technology independently; |
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Canons pending patent applications may not be issued; |
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the steps Canon takes to prevent misappropriation or infringement of its intellectual property may not be successful; and |
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intellectual property laws may not adequately protect Canons intellectual property, particularly in some emerging markets. |
In
case Canon is not aware of actual or potential infringements of, or
adverse claims to, its
rights in such technologies, any interference in Canons rights to use such technologies could
adversely affect its operating results.
In addition, Canon may need to litigate in order to enforce its patents, copyrights or other
intellectual property rights, to protect its trade secrets, to determine the validity and scope of
the proprietary rights of others or to defend against claims of infringement, which can be
expensive and time-consuming. In the event any government agency or third party were adjudicated to
have a valid claim against Canon, Canon could be required to:
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refrain from selling the affected product in certain markets; |
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pay monetary damages; |
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seek to develop non-infringing technologies, which may not be feasible; or |
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seek to acquire licenses to the infringed technology and to make
royalty payments, which may not be available on commercially reasonable
terms, if at all. |
Canon also licenses its patents to third parties in exchange for payment or cross-licensing.
The terms and conditions of such licensing or changes in the conditions for renewals of such
licenses could affect Canons business.
Canons businesses, company image and result of operations could be adversely affected by any
of these developments.
6
Disputes involving payment of remuneration for employee inventions may adversely affect
Canons brand image as well as its business.
Canon may face disputes involving payment of remuneration given to employee inventions for
which the rights have been succeeded by Canon. This risk is particularly relevant in countries such
as Japan and Germany, where patent laws require companies to pay remuneration to employees for the
succession of the employees invention to the company. Canon maintains company rules on and an
evaluation system for employee inventions. Canon believes it has been making adequate payments to
employees for assignment of inventions based on these rules. But, there can be no assurance that
disputes will not arise with respect to the amount of payments to employees. Such disputes may
adversely affect Canons brand image as well as its business.
Other Risks
Canon must attract and retain highly qualified professionals.
Canons future operating results depend in significant part upon the continued contributions
of its employees. In addition, Canons future operating results depend in part on its ability to
attract, train and retain other qualified personnel in development, production, sales and
management for Canons operations. The competition for these human resources in the high-tech
industries in which Canon competes has been increasingly intense in recent years. Moreover, due to
the accelerating pace of technological change, the importance of training new personnel in a timely
manner to meet product research and development requirements will increase. Failure by Canon to
recruit and train qualified personnel or the loss of key employees could delay development or slow
down production, and adversely affect Canons business and results of operations.
Maintaining a high level of expertise in Canons manufacturing technology is critical to
Canons business. However, it is difficult to secure the expertise required for a special skills
area, such as lens processing, in a short time period. While Canon is currently undertaking a
series of planning exercises in order to obtain the expertise needed for each skills area, Canon
cannot guarantee that such expertise will be acquired in a timely manner and retained, and failure
to do so may adversely affect Canons business and results of operations.
Canons physical facilities, information systems and information security systems are subject
to damage as a result of disasters, outages or similar events.
Canons headquarters functions, its information systems and its research and development
centers are located in or near Tokyo, Japan, where the possibility of disaster or damage from
earthquakes is generally higher than in other parts of the world. In addition, Canons facilities
or offices, including those for research and development, material procurement, manufacturing,
logistics, sales, and services are located throughout the world and subject to the possibility of
disaster or outage or similar disruption as a result of any of a number of events, including
natural disasters, computer viruses and terrorist attacks. Although Canon is working to establish
appropriate backup structures for its facilities and information systems, there can be no assurance
that Canon will be able to completely prevent or mitigate the effect of events or developments such
as the aforementioned disasters, leakage of harmful substances, shutdowns of information systems,
and leakage, falsification, and disappearances of internal databases. Although Canon has
implemented backup plans to permit the production of products at multiple production facilities,
such plans do not cover all product models. In addition, such backup arrangements may not be
adequate to maintain production quantity levels. Such factors may adversely affect Canons
operating activities, generate expenses relating to physical or personal damage, or hurt Canons
brand image, and its operating results may be adversely affected.
Canons operating and financing activities expose Canon to foreign currency exchange and
interest rate risks that may adversely affect its revenues and profitability.
Canon is exposed to the risks of foreign currency exchange rate fluctuations. Canons
consolidated financial statements, which are presented in Japanese yen, are affected by foreign
exchange rate fluctuations. These fluctuations, in particular, the
recent appreciation of the Japanese yen against the U.S. dollar and
other currencies, can affect the yen value of Canons equity
investments denominated in foreign currencies and monetary assets and liabilities arising from
business transactions in foreign currencies. They can also affect the costs and sales proceeds of
products that are denominated in foreign currencies. In addition, as a result of translating
foreign currency financial statements of Canons foreign subsidiaries into Japanese yen, its
reporting currency, assets and liabilities, and revenues and expenses will fluctuate. Canon is also
exposed to the risk of interest rate fluctuations, which may affect the value of Canons financial
assets and liabilities, long-term debt in particular.
The cooperation and alliances with, and strategic investments in, third parties undertaken by
Canon may not produce successful results. Also, unexpected emergence of strong competitors through
mergers and acquisitions, may affect Canons business environment.
Canon carries out many activities with other companies in the form of alliances, joint
ventures, and strategic investments. These activities help Canons technological development
process. However, weak business trends or disappointing performance by partners may adversely
affect the success of these activities. In addition, the success of these activities may be
adversely affected by the inability of Canon and its partners to successfully define and reach
common objectives. An unexpected cancellation of a major business alliance may disrupt Canons
overall business plans and may also result in a delayed return-on-investment.
In addition, the unexpected emergence of strong competitors through mergers and acquisitions
or the formation of business alliances may change the competitive environment of the businesses in
which Canon engages, thereby affecting Canons future results of operations.
Canon may be adversely affected by fluctuations in the stock and bond markets.
Canons assets include investments in publicly traded securities. As a result, Canons
operating results and general financial position may be affected by price fluctuations in the stock
and bond markets. In addition, if valuations of investment assets decrease due to conditions in,
for example, stock or bond markets, additional funding and accruals with respect to Canons pension
and other obligations may be required, and such funding and accruals may adversely affect Canons
operating results and consolidated financial condition.
Confidential information may be inadvertently disclosed which could lead to damage claims or
harm Canons reputation, and may have an adverse effect upon Canon s business.
In connection with certain projects, Canon may receive confidential or sensitive information
(such as personal information) from its customers relating to these customers or to other parties.
In addition, Canon uses computer systems and electronic data in managing information relating to
its employees. Although Canon makes every effort to keep this information confidential through
procedures designed to prevent accidental release of confidential or sensitive information, such
information may be inadvertently disclosed without Canons knowledge. If this occurs, Canon may be
subject to claims for damages from the parties or the employees affected, suffer harm to its
reputation or be subject to liabilities and/or penalties under applicable statutes.
Inadvertent disclosure of secret information regarding new technology, would also have a
material adverse effect upon Canons business.
7
Item 4. Information on the Company
A. History and development of the Company
Canon Inc. is a joint stock corporation (KABUSHIKI KAISHA) formed under the Corporation Law of
Japan. Its principal place of business is at 30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501,
Japan. The telephone number is +81-3-3758-2111.
The Company was incorporated under the laws of Japan on August 10, 1937 to produce and sell
Japans first focal plane shutter 35mm still camera, which was developed by its predecessor
company, Precision Optical Research Laboratories, which was organized in 1933.
In the late 1950s, Canon entered the business machines field utilizing technology obtained
through the development of photographic and optical products. With the successful introduction of
electronic calculators in 1964, Canon continued to expand its operations to include plain paper
copying machines, faxes, laser beam printers, bubble jet printers, computers, video camcorders and
digital cameras.
The following are important events in the development of Canons business in recent years.
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In January 2003, Canon Aptex Inc. and Copyer Co., Ltd., two of Canon
Inc.s manufacturing subsidiaries in Japan, merged to become Canon
Finetech Inc. The merger was conducted with the aim of concentrating
and further strengthening the core competencies of the two merged
companies in office equipment-related technologies. |
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In April 2003, Fukushima Canon Inc. was established as a wholly-owned
subsidiary through the spin-off of Fukushima Plant, with the aim of
establishing a high value-added manufacturing company equipped with
product-launching capability. |
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In April 2003, Canon N.T.C.s marketing operations were spun off and
merged with Canon System & Support Inc., and its real estate
operations were spun off into Canon Facility Management, Inc.
Following the corporate spin-offs, Canon N.T.C.s operations focuses
on development and manufacturing. |
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In January 2004, Canon Precision Inc., or Canon Precision, a
wholly-owned subsidiary of Canon Inc., merged with Hirosaki Precision,
Inc., or Hirosaki Precision, a wholly-owned subsidiary of Canon
Precision. Hirosaki Precision was merged into Canon Precision, the
surviving company. Canon Precision targets the improved efficiency and
specialization of business operations. Since both Canon Precision and
Hirosaki Precision were consolidated subsidiaries of Canon Inc., the
merger had no impact on Canons business results. |
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On October 15, 2004, the Company entered into an agreement with Canon
Sales Co., Inc. and Canotec Co., Inc., or Canotec, joint equity
shareholders of Niigata Canotec Co., Inc., or Niigata Canotec, to
acquire all outstanding shares of Niigata Canotec. Therefore, on
January 1, 2005, Niigata Canotec became a wholly-owned subsidiary of
the Company and changed its name to Canon Imaging System Technologies
Inc. By making Canon Imaging System Technologies, Inc. a wholly-owned
subsidiary of the Company, Canon aims to raise the level of its
technical capacity and improve development efficiency by enabling
closer coordination. |
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On January 1, 2005, Canotec and FastNet, Inc. merged, and the merged
entity changed its name to Canon Network Communications, Inc. The
purpose of the merger was to increase management efficiency by
consolidating the Canon groups network and Internet service
operations. Canon Network Communications, Inc. aims to strengthen
Information Technology Management Services, dealing with all stages
from the establishment of comprehensive network systems to their
operation and management. |
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On September 30, 2005, Canon acquired all of the issued and
outstanding shares of ANELVA Corporation, which possesses advanced
vacuum technology, and made it into a subsidiary. ANELVA Corporations
corporate name was changed to Canon ANELVA Corporation as of October
1, 2005. By making Canon ANELVA Corporation a subsidiary of the
Company, Canon aims to promote the in-house production of
manufacturing equipment which is indispensable to differentiate Canon
products from the competitors in various fields, including Canons
new display business. |
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On October 19, 2005, Canon acquired the shares of NEC Machinery
Corporation (listed on the Second Section of the Osaka Securities
Exchange Co., Ltd.), which possesses advanced automation technologies,
through a tender offer, making it a subsidiary of Canon. NEC Machinery
Corporations corporate name was changed to Canon Machinery Inc. as of
December 17, 2005. By making Canon Machinery Inc. a subsidiary of the
Company, Canon aims to make further advances in its production reform
activities, including the automation of production processes for Canon
products. |
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On December 27, 2006, Canon Electronics Inc. acquired the shares of
e-System Corporation (listed on the Hercules Section of the Osaka
Securities Exchange) through a third party distribution in order to
strengthen its groups information-related business and develop it
into a core business, and made that company its subsidiary. |
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On June 21, 2007, Canon Marketing Japan Inc. acquired the shares of
Argo21 Corporation through a tender offer for outstanding common stock,
making it a subsidiary of Canon. In addition, Canon Marketing Japan made
it into a wholly-owned subsidiary on November 1, 2007 by share
exchange in order to strengthen its IT solutions business. |
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On December 28, 2007, Canon acquired the shares of Tokki Corporation
(listed on the JASDAQ Securities Exchange Inc.) through a tender offer
for outstanding common stock, making it a subsidiary of Canon. With Tokki
Corporation as a subsidiary, Canon aims to accelerate the development
of the display business. |
In fiscal 2007, 2006, and 2005, Canons capital expenditures were ¥428,549 million, ¥379,657
million, and ¥383,784 million, respectively. In fiscal 2007, capital expenditures were mainly used
to expand production capabilities in both domestic and overseas regions, and to bolster Canons
production-technology related infrastructure. In addition, Canon has been continually investing in
tools and dies for business machines, in which the amount invested is generally the same each year.
For fiscal 2008, Canon projects its capital expenditures will be approximately ¥440,000
million, mainly in Japan. This amount is expected to be spent for investments in new production plants and new
facilities of Canon. Canon anticipates that the funds needed for these capital expenditures will be
generated internally through operations.
8
B. Business overview
Canon is one of the worlds leading manufacturers of digital multifunction devices (MFDs), plain
paper copying machines, laser beam printers, inkjet printers, cameras and steppers.
Canon sells its products principally under the Canon brand name and through sales
subsidiaries. Each of these subsidiaries is responsible for marketing and distribution to retail
dealers in an assigned territory. Approximately 77% of consolidated net sales in fiscal 2007 were
generated outside Japan; approximately 30% in the Americas, 33% in Europe and 14% in other areas
including Asia.
Canons strategy is to develop innovative, high value-added products which incorporate
advanced technologies.
Canons research and development activities range from basic research to product-oriented
research directed at keeping and increasing the technological leadership of Canons products in the
market.
Canon manufactures the majority of its products in Japan, but in an effort to reduce currency
exchange risks and production cost, Canon has increased overseas production and the use of local
parts. Canon has manufacturing subsidiaries in countries and regions such as the United States,
Germany, France, Taiwan, China, Malaysia, Thailand and Vietnam.
As a concerned member of the world community, Canon emphasizes recycling, and has increased
its use of clean energy sources and cleaner manufacturing processes. Canon has also adopted
programs to collect and recycle used cartridges and to refurbish used copy machines. In addition,
Canon has virtually removed all environmentally unfriendly chemicals from its manufacturing
processes.
Products
Canons products are divided into the following three product groups: business machines,
cameras, and optical and other products.
- Business machines -
The business machines product group is divided into three sub-groups consisting of office
imaging products, computer peripherals and business information products.
Office imaging products
Canon manufactures, markets and services a wide range of monochrome network digital MFDs,
color network digital MFDs, office copying machines, personal-use copying machines.
The office-use market is subject to rapid change, and customer preferences have been shifting
from copying machines to digital MFDs, as well as from monochrome to color products. To respond to
these trends, Canon has been strengthening its lineup of digital MFDs in the imageRUNNER (iR)
series, which have versatile functions, such as copying, printing, scanning, faxing and
data-sharing functions on the Internet and intranets. Canon is also marketing diverse expansion
modules, software and business solutions to increase customer value. For the development of MFDs,
Canon makes effective use of a wide range of technologies from the fields of optics, mechatronics,
electrophotography, chemistry and image processing. Canon has developed a high-performance image
processing chip called Third generation color iR controller and an expandable and functional
platform called MEAP, Multifunctional Embedded Application Platform. This controller provides
easy integration with customers IT environments together with speedy, high-quality image
processing. This boosts office productivity, thereby garnering acclaim from business customers.
In 2007, sales of color office imaging products continued solid growth as the office color
market continued to expand and sales of monochrome digital devices were stable. Canon has expanded
its color office imaging product lineups by introducing the iRC5185 series worldwide to further
increase color MFD sales. Canon has also introduced new monochrome MFD models to strengthen its
industry leading monochrome MFD product lineup.
Canon offers full- color digital MFDs for users ranging from professional graphic designers to
business offices. The trend in the printing industry is gradually moving away from long run
printing using expensive machinery to short run printing-on-demand and variable data printing.
Canons high-end MFDs and color digital MFDs can be applied to the print-on-demand market. Canon
aims to respond to the growing demand for digital color imaging in the commercial print market with
its new imagePRESS C7000VP, a high-end color device with a level of
quality comparable to offset
printing.
Canon has a leading market share in monochrome MFDs and copying machines including machines
for personal use. Despite the trend of increasing demand for color machines, the demand for
monochrome machines has remained stable, supported by improved multifunction capabilities and
software development.
With the evolution of digital technology and communication, MFDs that enable seamless
conversion between paper documents and electronic documents have also evolved from being
input-output devices to sophisticated information systems. To deliver solutions that meet the
diversifying needs of customers in various industries and niche, Canon has brought to market a full
offering of MEAP-enabled office MFD lines both in monochrome and color as well as software
products.
The office imaging products category also includes the related sales of paper and chemicals,
service and replacement parts.
Computer peripherals
Computer peripherals include laser beam printers, inkjet printers and scanners.
Developed and fostered by Canon, laser beam printers are standard output peripherals for
offices. Canons laser beam printers are relatively small in size and have high-quality printing
capabilities attributable to Canons expertise in laser beam printing and plain paper copying
technologies. Canons adoption of a user-replaceable toner cartridge system containing optical
components makes its laser beam printers easy to maintain. Most of Canons laser beam printer sales
are on an OEM basis.
As for monochrome laser beam printer, Canon has expanded its production of mainly low-end
models in Asian countries due to its burgeoning demand throughout the world. Canon has also
expanded the production and sales of color laser beam printers. After shipments reached the 10
million units level in 2004, the production and sales of monochrome and color laser beam printers,
mainly low-end products, have achieved continuous unit of growth in excess of 10% in each of fiscal
2005, 2006, and 2007.
As the inventor of bubble jet printing technology, Canon believes it continues to provide
customers with the best performance the technology has to offer. Canon provides high-performance
and high value added models both in multifunction printers and single function printers. In
response to intense competition in the inkjet printer segment, Canon launched a new lineup of
multifunction printers and single function printers from flagship to entry models in 2007. All new
models feature a print head called Canon Full-photolithography Inkjet Nozzle Engineering (FINE),
which boosts print speed and image quality up to 9600 x 2400 dpi with microscopic droplets as small
as one picoliter, and the ChromaLife100 system, which provides high quality and long-lasting photo
images. In addition to high-quality images, Canon PIXMA branded photo printers offer advanced paper
handling, such as dual paper path and two-sided duplex printing, and Easy-Scroll Wheel, new Quick
Start and Auto-Image Fix feature that makes operation much easier. With these advanced printer
line-ups, Canon has expanded its sales volume and expects that its consumables business will expand
accordingly.
9
Canon markets a wide variety of scanners for a spectrum of user needs, including image
scanners in the CanoScan LiDE series using Contact Image Sensor (CIS), and scanners with
Charge-Coupled Devices (CCD) for high resolution in the CanoScan series. CIS is a close-contact
method that allows a significant reduction in scanner weight and size. Canon has deployed its
expertise to develop space-saving, energy-efficient scanners, as well as easy personal computer
connections via universal serial bus interfaces. Although the scanner market has continued to shrink
and shift to multifunction printers, through the introduction of new scanner models, Canon has
maintained a high market share.
Business information products
Business information products primarily consist of personal computers, servers, document
scanners, calculators and micrographic equipment.
With the movement toward digitalization, the need to scan documents into text data or image
data is expanding. Canons document scanners rapidly and efficiently digitize large volumes of
information on paper. Canon offers a wide range of scanner models, including color capable compact
sheet-fed types and a flatbed model suitable for book-type documents. Canon also offers a hybrid
model that can create microfilm records while digitizing the information. Canons diverse lineup
seeks to meet increased demands for digitizing office documents to share across Internet or
intranet platforms or to capture data from forms with optical character recognition.
Canons calculator operations, from development to production and marketing, are centered in
Hong Kong. Canons tradition of technological innovation has been inherited by its personal
information products, from calculators with printers to electronic dictionaries. Canon continues to
develop distinct, appealing personal information products that reflect trends and demand.
Personal computers and servers sold by Canon are manufactured by third parties under the
manufacturers own brand names.
-Cameras -
Canon manufactures and markets digital cameras and film cameras. Canon also manufactures and
markets digital video camcorders, lenses, and various camera accessories.
DIGIC
III, an improved and upgraded new image processor, features a face detection system, and
is the distinguishing feature of Canons compact digital cameras. DIGIC III and DIGIC II both have
enhanced capabilities for high-quality image reproduction, high-speed data processing, and high
quality movie image processing.
In addition to aiming for the best possible image quality throughout its product lineup, Canon
offers digital compact cameras that are easy to use with highly sophisticated product design. The
compact digital camera market continued to grow in 2007. Canon increased sales of compact digital
cameras through the introduction of 16 new compact digital camera models in 2007. In 2007, new
products, such as the Digital Elph SD1000 (IXY DIGITAL 10 in Japan) and PowerShot A550, were
well-received in the market worldwide, and Canon increased its market share and remained a leader
in sales of compact digital cameras.
In the Compact Photo Printer segment Canon believes that it has shown significant leadership in this market.
Although the majority of the compact photo printer purchasers are considered early adopters,
retailers are now realizing the importance of this new business segment. In 2007, Canon introduced
5 new compact photo printers. Canon has been able to leverage the brand recognition of its cameras
to attract new customers for its compact photo printers. In addition, Canon is starting to realize
profits from sales of consumables, such as paper and ink cartridges, related to compact photo
printers.
While the digital SLR market continues its healthy growth, Canon introduced 3 new digital SLRs
in 2007 to keep refreshing its lineup. With its unique and leading digital imaging technology, such
as its own Complementary Metal Oxide Semiconductor (CMOS) imaging sensors, Canon has the
capability of meeting the requirement of various photographers ranging from professional
photographers to the entry-level users. In 2007, Canon celebrated the 20th anniversary of its EOS
System. In December of 2007, cumulative production of the EOS Series of film and digital cameras
reached 30 million units, and production of EOS digital cameras reached 10 million units.
In the interchangeable SLR camera lens segment, the market has grown, and the aggregate sales
of the interchangeable lenses have increased continuously for the past four years. Canon launched a
total of 4 new interchangeable lens models to the market in 2007. Canon offers over 60 lenses in
the EF series. Technological developments, including diffractive optical elements, image
stabilizers and ultrasonic motors, have helped Canon to maintain what it believes is a technical lead over other
makers. These high-quality, high-performance lenses provide outstanding performance with digital
cameras as well as silver-halide cameras, and have greatly contributed to Canons sales. Canon
intends to expand its lens sales and market share by introducing interchangeable lenses, designed
to meet the various needs of the SLR camera users in the growing market.
Canon also provides a full line-up of digital video camcorders, ranging from versatile,
compact and stylish models for consumers to its flagship models for professionals. In 2007 Canon
has further improved its original full HD CMOS sensor for better sensitivity. Together with this
CMOS sensor, its original HD video lens and digital imaging processor (DIGIC DV II), Canon believes
that it offers the best quality HD movie image in the market.
In
2007, Canon strengthened its product line-up in the HD category for consumers by launching
products with new media. In addition to the tape-based HDV camcorder HV20, Canon has introduced 2
new Advanced Video Codec High Definition (AVCHD) camcorders, the DVD-based HR10 and the Hard Disc
Drive (HDD)-based HG10. With these 3 consumer HD models, Canon has increased its market share in
the HD camcorder market and received several awards.
Since the end of 2004, when Canon introduced the worlds first compact Super eXtended Graphics
Array Plus (SXGA+) high resolution business-use projector SX50, the high image quality and high
resolution of Canons projectors have been well received by the professional market and these
projectors have captured a high market share. In 2007, Canon launched 2 new models, SX7 and X700.
Both achieve high resolution and quality and also ultra-high luminosity of 4000lm. These new
brighter projectors make it possible to achieve high image quality with faithful color reproduction
in larger venues, allowing Canon to maintain high market share. Canon intends to introduce more new
products, differentiated by higher image quality, resolution, luminosity and system expandability,
following the market trend toward the high quality even in business-use projectors.
- Optical and other products -
Canons optical and other products mainly include semiconductor production equipment, mirror
projection mask aligners for LCD panels, broadcasting equipment, medical equipment, large format
printers, and electronic components.
While the market for semiconductor production equipment contracted slightly in fiscal 2007
compared with fiscal 2006, the Asian market, where there is a high concentration of memory
manufacturers, has expanded because an increase of laptop computer, cell phone, and portable music
player production boosted the demand for DRAM and NAND-type flash memories. Taiwan, Japan, and
Korea represent about 70% of the entire semiconductor production equipment market. The demand for
immersion lithography scanning steppers has increased and the demand for i-line steppers has also
grown steadily. In 2007, Canon introduced 3 new products, the i-line stepper FPA-5510iZ, the new
platform ArF-dry scanning stepper FPA-7000 AS5, and the immersion lithography scanning stepper
FPA-7000 AS7, which offers new technology to meet the demands of customers in the expanding memory
market.
10
Due to a continued oversupply of LCD panels, manufacturers investment in LCD production mask
aligners was limited in 2007. As a result, the market of LCD production mask aligners for large
panels decreased by half compared with fiscal 2006. The trend toward
larger LCD televisions has
continued and the
8th
generation (2200 × 2500mm) mask aligners consist of more than half
of the LCD production mask aligners market. MPAsp-H700 introduced a new platform to realize higher
productivity and resolution. In addition to the high performance, MPAsp-H700 shortened the
installation time and received a good reputation from customers.
Based on the global sales of units, Canon is the world leader in television broadcasting
lenses, which are used to capture images from sports and news events, concerts and studio
broadcasts. In fiscal 2007, the market for television broadcasting lenses grew as a result of a
global trend to introduce digital broadcasting equipment. In fiscal
2007, Canon launched top-end HD lenses for field production with original auto-focusing system and cost-effective HD
lenses in response to the latest market demands for HD acquisition systems. Canon maintained its
position as the market leader for television broadcasting lenses.
Medical equipment sold by Canon includes X-ray image sensors, retinal cameras,
autorefractmeters, and image-processing equipment for computerized detective systems. Canons
pioneering digital radiography system takes X-ray photography and medical detective into the
digital age.
Canon expanded its large format printer (LFPs) line-up in 2007 to compete with other
manufacturers. After launching 6 new models in 2006, in 2007, Canon launched 9 new LFPs, including
6 models which update the products launched in 2006, a new 24-inch wide model iPF6100 and new
iPF8000S and iPF9000S that feature a newly developed 8 color ink system engine. This has
successfully expanded Canons product lineup against competitive manufacturers.
The
BESTEM series die bonder produced by Canon Machinery Inc. remained popular, and the
semiconductor sputtering equipment produced by Canon ANELVA Corporation also recorded strong
performance.
Other products sold by Canon include electronic components, such as magnetic heads for audio
and video tape recorders and micro-motors for printers and other components, which are sold
primarily to equipment manufacturers.
Marketing and distribution
Canon sells its products primarily through subsidiaries positioned as regional marketing
headquarters with responsibility for specific geographic areas: Canon Marketing Japan Inc. in
Japan; Canon U.S.A., Inc. in North and South America; Canon Europe Ltd. and Canon Europa N.V. in
Europe, Russia, Africa and the Middle East; Canon China Co., Ltd. in Asia outside Japan; and Canon
Australia Pty. Ltd. in Oceania. Each subsidiary is responsible for its own market research and for
determining its sales channels, advertising and promotional activities to provide tailor made
solutions to satisfy a diverse range of unique customer needs and to advance Canons reputation as
a highly trusted brand.
In Japan, Canon sells its products primarily through Canon Marketing Japan Co., Inc., mainly
to dealers and retail outlets.
In the Americas, Canon sells its products primarily through Canon U.S.A., Inc., Canon Canada,
Inc. and Canon Latin America, Inc., mainly to dealers and retail outlets.
In Europe, Canon sells its products primarily through Canon Europa N.V., which sells primarily
through subsidiaries or independent distributors to dealers and retail outlets in each locality. In
addition, copying machines are sold directly to end-users by several subsidiaries such as Canon
(U.K.) Ltd. in the United Kingdom and Canon France S.A.S. in France.
In Southeast Asia and Oceania, Canon sells its products through subsidiaries located in those
areas. In addition, copying machines are sold directly to end-users by Canon Australia Pty. Ltd. in
Australia.
Canon also sells laser beam printers on an OEM basis to Hewlett-Packard Company.
Hewlett-Packard Company resells these printers under the HP LaserJet Printers name. During fiscal
2007, such sales constituted approximately 22% of Canons consolidated net sales, which is
equivalent to the previous fiscal year.
Canon continues to enhance its distribution system by promoting continuing education of its
sales personnel and improving inventory management and business planning through the weekly
analysis of Canons sales data.
Service
In Japan and overseas, product service is provided in part by independent retail outlets and
designated service centers that receive technical training assistance from Canon. Canon also
services its products directly.
Most of Canons business machines carry warranties of varying terms depending upon the model
and the country of sale. Cameras and camera accessories carry a one-year warranty based on normal
use.
Canon
services its copying machines and supplies replacement drums, parts, toner and paper. Most customers enter into a maintenance service contract under which Canon provides
maintenance services, replacement drums and parts in return for the
stated amount of the contract plus a per-copy charge. Copying machines
which are not covered by a service contract, may be serviced from time to time by Canon or local
dealers for a fee.
Seasonality
Canons sales for the 4th quarter are usually higher than those in the other three quarters,
mainly due to strong demand for consumer products, such as cameras and inkjet printers, during the
year-end holiday season. In Japan, corporate demand for office products peaks in the 1st quarter,
as many Japanese companies close their books in March. Sales also tend to increase at the start of
the new school year in each of the respective regions.
Sources of supply
Canon purchases materials such as glass, aluminum, plastic, steel, and chemicals for various
product parts and in the manufacturing of products. With the development of globalization in
production, Canon procures raw materials from all over the world, and selects suppliers based on a
number of criteria, including environmental friendliness, quality, cost, supply stability, and
financial condition.
Prices of some raw materials fluctuate according to the market. In recent years, the market
for raw materials has been tight due to the financial market confusion led by the subprime loan issue and the
impact of rising crude oil prices, as well as the increase in demand from China. However, Canon
believes it will be able to continue to obtain sufficient quantities of raw materials to meet its
needs.
Canon
also places significant emphasis on the in-house development of production tools. Canon also
produces many of the tuning and measuring tools needed for the development, maintenance and repair
of its production equipment. Key tools such as these are not marketed for sale; they are reserved
for use within Canon. Canons ability to develop its own production tools helps establish
quality control and allows for speed and flexibility when retooling is necessary a crucial
advantage in its cell production processes. Cell production is the production system in which the
entire production process is undertaken by small groups of employees. In-house tool development may
also help cut costs over time and prevent the leakage of Canons core proprietary technologies.
11
NET SALES BY PRODUCT GROUP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
change |
|
|
2006 |
|
|
change |
|
|
2005 |
|
|
|
(Millions of yen except percentage data) |
|
Business machines: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office imaging products |
|
¥ |
1,290,788 |
|
|
|
+8.8 |
% |
|
¥ |
1,185,925 |
|
|
|
+2.8 |
% |
|
¥ |
1,153,240 |
|
Computer peripherals |
|
|
1,537,511 |
|
|
|
+9.9 |
|
|
|
1,398,408 |
|
|
|
+12.3 |
|
|
|
1,244,906 |
|
Business information products |
|
|
107,243 |
|
|
|
+0.5 |
|
|
|
106,754 |
|
|
|
+2.4 |
|
|
|
104,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,935,542 |
|
|
|
+9.1 |
|
|
|
2,691,087 |
|
|
|
+7.5 |
|
|
|
2,502,401 |
|
Cameras |
|
|
1,152,663 |
|
|
|
+10.6 |
|
|
|
1,041,865 |
|
|
|
+18.5 |
|
|
|
879,186 |
|
Optical and other products |
|
|
393,141 |
|
|
|
-7.2 |
|
|
|
423,807 |
|
|
|
+13.7 |
|
|
|
372,604 |
|
Total |
|
¥ |
4,481,346 |
|
|
|
+7.8 |
|
|
¥ |
4,156,759 |
|
|
|
+10.7 |
|
|
¥ |
3,754,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET SALES BY GEOGRAPHIC AREA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
change |
|
|
2006 |
|
|
change |
|
|
2005 |
|
|
|
(Millions of yen except percentage data) |
|
Japan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
1,048,310 |
|
|
|
+1.0 |
% |
|
¥ |
1,037,657 |
|
|
|
+5.9 |
% |
|
¥ |
979,748 |
|
Intersegment |
|
|
2,494,251 |
|
|
|
+7.9 |
|
|
|
2,311,482 |
|
|
|
+13.0 |
|
|
|
2,046,173 |
|
Total |
|
|
3,542,561 |
|
|
|
+5.8 |
|
|
|
3,349,139 |
|
|
|
+10.7 |
|
|
|
3,025,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
1,329,479 |
|
|
|
+4.0 |
% |
|
¥ |
1,277,867 |
|
|
|
+12.1 |
% |
|
¥ |
1,139,784 |
|
Intersegment |
|
|
4,608 |
|
|
|
-3.3 |
|
|
|
4,764 |
|
|
|
-35.8 |
|
|
|
7,424 |
|
Total |
|
|
1,334,087 |
|
|
|
+4.0 |
|
|
|
1,282,631 |
|
|
|
+11.8 |
|
|
|
1,147,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
1,499,821 |
|
|
|
+14.1 |
% |
|
¥ |
1,313,919 |
|
|
|
+11.5 |
% |
|
¥ |
1,178,672 |
|
Intersegment |
|
|
3,496 |
|
|
|
-2.5 |
|
|
|
3,586 |
|
|
|
+62.6 |
|
|
|
2,206 |
|
Total |
|
|
1,503,317 |
|
|
|
+14.1 |
|
|
|
1,317,505 |
|
|
|
+11.6 |
|
|
|
1,180,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
603,736 |
|
|
|
+14.5 |
% |
|
¥ |
527,316 |
|
|
|
+15.6 |
% |
|
¥ |
455,987 |
|
Intersegment |
|
|
824,844 |
|
|
|
+4.1 |
|
|
|
792,018 |
|
|
|
+22.5 |
|
|
|
646,530 |
|
Total |
|
|
1,428,580 |
|
|
|
+8.3 |
|
|
|
1,319,334 |
|
|
|
+19.7 |
|
|
|
1,102,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
|
|
|
|
|
% |
|
¥ |
|
|
|
|
|
% |
|
¥ |
|
|
Intersegment |
|
|
(3,327,199 |
) |
|
|
|
|
|
|
(3,111,850 |
) |
|
|
|
|
|
|
(2,702,333 |
) |
Total |
|
|
(3,327,199 |
) |
|
|
|
|
|
|
(3,111,850 |
) |
|
|
|
|
|
|
(2,702,333 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
4,481,346 |
|
|
|
+7.8 |
% |
|
¥ |
4,156,759 |
|
|
|
+10.7 |
% |
|
¥ |
3,754,191 |
|
Intersegment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,481,346 |
|
|
|
+7.8 |
|
|
|
4,156,759 |
|
|
|
+10.7 |
|
|
|
3,754,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: |
|
The segments are defined under
accounting principles generally
accepted in Japan (Japanese GAAP). In grouping of
segment information by product,
Japanese GAAP requires that
consideration be given to similarities
of product types and characteristics,
manufacturing methods, sales markets,
and other factors that are similar. In
grouping of segment information by
geographic area, Japanese GAAP requires
that consideration be given to
geographic proximity, as well as
similarities of economic activities,
interrelationships of business
activities and other similar factors.
Segment information by geographic area
is determined by the location of the
Company or its relevant subsidiary
making the sale. |
Total operating profit by category is discussed in Item 5A Operating Results.
12
Competition
Canon encounters intense competition in all areas of its business activity throughout the
world. Canons competitors range from some of the worlds major multinational corporations to
smaller, highly specialized companies. Canon competes in a number of different business areas,
whereas many of its competitors are relatively more focused on one or more individual industries.
Consequently, Canon may face significant competition from entities that apply greater financial,
technological, sales and marketing or other resources than Canon to their activities in a
particular market segment.
The principal elements of competition which Canon faces in each of its markets are technology,
quality, reliability, performance, price and customer service and support. Canon believes that much
of its ability to compete effectively depends on conducting successful research and development
activities that enable it to create new or improved products and release them on a timely basis and
at commercially attractive prices.
The competitive environments in which each product group operates are described below:
The markets for office imaging products, computer peripherals and business information
products are highly competitive. Canons primary competitors in these markets are Xerox
Corporation/ Fuji Xerox Co., Ltd., Ricoh Company, Ltd., Konica Minolta Holdings, Inc.,
Hewlett-Packard Company, Lexmark International Inc., and Seiko Epson Corporation. Canon believes
that it is one of the leading global manufacturers of digital MFDs, copying machines, laser beam
printers, inkjet printers, image scanners, and facsimile machines. In addition to the general
elements of competition described above, Canons ability to compete successfully in these markets
also depends significantly on whether it can provide effective, broad-based business solutions to
its customers that solve multiple interrelated client needs. In particular, the ability to provide
equipment and software that connect effectively to networks (ranging in scope from local area
networks to the Internet) is often a key to Canons competitive strength in these markets. In
China, the current market leaders for business machines are Toshiba Tec Corporation, Sharp
Corporation and Konica Minolta Holdings Inc. Canon hopes to join this group by introducing products
tailored to the market and by strengthening sales and service channels. Also in the office color
market, in addition to Ricoh and Xerox, Konica Minolta has been very aggressive with its color
strategy especially in Europe and the US, and competition in this market has become fierce.
Also, as a recent trend, convergence of the copier industry and the printer industry has
become apparent. Competition in the low-end segment has become
especially fierce as a result of the impact of
printer-based MFDs on the copier market. Canon sees this market convergence as a growth opportunity
and has enhanced its printer and printer-based MFP lineups. Canon also differentiates itself from
other competitors by offering comprehensive solutions to customers.
Competition in the camera industry is intense, with many established market participants
offering excellent products with competitive pricing. Canons primary competitors in digital
cameras are Sony Corporation, Fujifilm Co., Ltd., Olympus Corporation, Nikon Corporation, Casio
Computer Co., Ltd., Matsushita Electric Industrial Co., Ltd., PENTAX Company, Samsung Electronics
Co., Ltd., and Eastman Kodak Company.
In
the digital SLR market, competition increased in 2007, with more
newcomers using aggressive
approaches entering into the growing market. Canon is committed to keep leading the digital SLR
market, with aggressive investment in developing new models.
Canons primary competitor in the lens market is Nikon Corporation, whose popular class
digital SLR cameras are selling well. Another major competitor is Sigma Corporation, which sells
products that are compatible with Canons SLR camera lens.
In the compact digital cameras, the trend of declining prices is expected to continue in 2008,
and it will become tougher to maintain current profit levels. Also, the market in the economically
developed countries could be peaking due to high household penetration.
While
Canon sees the above-mentioned challenges, Canon also sees many reasons for optimism. For
instance, as China and Eastern Europe, including Russia, have shown significant growth, Canon has
maintained a high market share in China and Russia. Also, Canons cost reduction efforts have shown
very positive progress utilizing the advantages of significant
economies of scale. Canon believes
its compact Digital Still Camera (DSC) business will continue to benefit from these
conditions.
Canons primary competitors in digital video camcorders are Sony Corporation, Matsushita
Electric Industrial Co., Ltd., Victor Company of Japan Ltd., Hitachi, Ltd. and Samsung Electronics
Co., Ltd.
The market for steppers and aligners, used in the manufacture of semiconductor devices and
LCDs, is highly competitive. The market is characterized by a relatively small number of dominant
suppliers, since the development of steppers and aligners requires extremely precise design and
manufacturing techniques and, as a result, very high levels of capital investment.
Canons primary competitors in the market for steppers and aligners are Nikon Corporation and
ASML Holding N.V., (ASML). Nikon Corporation has a reputation for its excellent technology,
especially optical lenses, and Intel Corporation, the worlds leading semiconductor manufacturer,
is one of their major customers. ASML has in recent years improved its competitive position by
taking advantage of government subsidies and by focusing on the rapidly growing foundry
manufacturer industry.
Because of the substantial capital expenditures required to install and integrate equipment
into a semiconductor production line, semiconductor manufacturers tend to purchase their stepper
and aligner production equipment from the vendor that originally supplied the chip fabrication
equipment. Canon competes principally on its ability to meet and exceed product specifications,
including resolution and throughput, quality, reliability and system maintenance cost. Because of
the very rapid pace of technological innovation in the semiconductor industry, Canon believes that
its ability to provide new products on a timely basis is also a key competitive consideration for
customers seeking to integrate stepper and aligner production systems into the planning and design
of their new facilities.
Patents and licenses
Canon holds a large number of patents (including utility model rights), design rights and
trademarks in Japan and abroad to protect its technology products that arise from its research and
development and utilizes these intellectual property rights as important strategic management
tools. For instance, Canon has been utilizing its intellectual property rights, such as patents, to
expand its product lines and business operations and to form alliances and exchange technologies
with other companies.
According to the United States patent annual list, which IFI CLAIMS® Patent Services has
released, Canon has been consistently ranked as second or third in recent years in terms of the
number of patents issued in the United States, as Canon maintained its reputation as a famous
technology-oriented company.
13
Canon has granted licenses with respect to its patents to various Japanese and foreign
companies, particularly in areas such as electrophotography, laser beam printers, multifunction
printers, facsimiles and cameras.
Some examples include:
|
|
|
Oki Electric Industry Co., Ltd.
|
|
(LED printers, multifunction printers and facsimiles) |
Matsushita Electric Industrial Co., Ltd.
|
|
(electrophotography) |
Ricoh Company, Ltd.
|
|
(electrophotography) |
Sanyo Electric Co., Ltd.
|
|
(electronic still camera) |
Samsung Electronics Co., Ltd.
|
|
(laser beam printers, multifunction printers and facsimiles) |
Kyocera Mita Corporation
|
|
(electrophotography) |
Konica Minolta Holding Co.,Ltd.
|
|
(business machines) |
Toshiba Corporation
|
|
(business machines) |
Sharp Corporation
|
|
(electrophotography) |
Canon has also been granted licenses with respect to patents held by other companies.
Some examples include:
|
|
|
Jerome H. Lemelson Patent Incentives, Inc.
|
|
(computer systems, image recording apparatus and communication apparatus) |
Energy Conversion Devices, Inc.
|
|
(solar battery) |
Honeywell
International Inc.
|
|
(camera and video products) |
Gilbert P. Hyatt U.S. Philips Corporation
|
|
(microcomputer) |
St. Clair Intellectual Property Consultants, Inc.
|
|
(Selection of digital cameras image format) |
Canon has also entered into cross-licensing agreements with other major industry participants.
Some examples include:
|
|
|
International Business Machines Corporation
|
|
(information handling systems) |
Hewlett-Packard Company
|
|
(bubble jet printers) |
Xerox Corporation
|
|
(business machines) |
Matsushita Electric Industrial Co., Ltd.
|
|
(video tape recorders and video cameras) |
Eastman
Kodak Company
|
|
(electrophotography and image processing technology) |
Ricoh Company, Ltd.
|
|
(electrophotography products, facsimiles and word processors) |
Canon has placed a high priority on the management of its intellectual property as part of its
management strategy to enhance its global business operations. Some products which are material to
Canons operating results incorporate patented technology which is critical to the continued
success of these products. Typically, these products incorporate technology reflected in dozens of
different patents. Canon does not believe that its business, as a whole, is dependent on, or that
its profitability would be materially affected by the revocation, termination, expiration or
infringement upon, any particular patent, copyright, license or intellectual property rights or
group thereof.
Environmental regulations
Canon is subject to a wide variety of laws and regulations as well as industry standards
relating to energy and resource conservation, recycling, global warming, pollution prevention,
pollution remediation, and environmental health and safety. Some of the environmental laws which
affect Canons businesses are summarized below.
1. |
|
European Union Directive on the Restriction of the Use of Certain Hazardous Substances in
Electrical and Electronic Equipment (the RoHS Directive), and Directive on Waste Electrical and
Electronic Equipment (theWEEE Directive). |
These directives were published in the European Unions Official Journal on February 13, 2003.
Member states were required to bring into force the laws necessary to comply with these directives
by August 13, 2004. Beginning July 1, 2006, companies must ensure that their electrical and
electronic equipment sold in the European Union does not contain lead, cadmium, hexavalent
chromium, mercury, polybrominated biphenyls or polybrominated diphenyl ethers if placed on the
market after that date. Pursuant to the RoHS Directive, Canon adapted its products so that they do
not contain the prohibited hazardous substances.
The WEEE Directive requires that after August 13, 2005, companies that sell electrical and
electronic equipment bearing their trade names in the European Union must arrange and pay for the
collection, treatment, recycling, recovery and disposal of their equipment and achieve designated
recycling rates by December 31, 2006. Pursuant to the WEEE Directive, Canon is joining a collective
compliance scheme for the WEEE Directive in each member state, and
achieved the recycling ratio of
waste electrical and electronic equipment through these schemes by the target date.
The EU will begin to review both directives, starting from next year. After 2010, when tighter
restrictions may be enforced, Canons costs may increase due to a need to develop and adopt
substitute materials or processes. Such increased costs may have an adverse effect on its results
of operations.
2. |
|
Soil Pollution Prevention Law of Japan |
The Soil Pollution Prevention Law of Japan, administered by the Japanese Ministry of the
Environment, went into effect in February 2003. The law requires an owner of land to have the soil
investigated by a designated organization for the purpose of measuring the level of soil pollution
when the land is to be transferred or to be used for another purpose. The results of such
investigation are reported to the prefectural governor. If the soil pollution is not within
standards specified in the law, the governor will designate the land as a designated area,
publicly announce such designation and make available upon request the investigation report. The
substances designated in the law consist of 25 chemical groups, including substances such as lead,
arsenic, and trichloro ethylene. If there is a possibility that the soil pollution of the
designated area may affect human health, the governor will issue an order to the landowner to take
remedial actions.
In response to the law, Canon has commenced a detailed survey and measurement of soil and
groundwater to determine the existence of pollution at all of Canons operational sites in
Japan. Additional costs may arise as remedial measures become necessary. These factors may
adversely affect Canons results of operations and financial condition.
See Risk FactorsRisks Related to Environmental Issues Environmental clean-up and
remediation costs relating to Canons properties and associated litigation could decrease Canons
net cash flow, adversely affect its results of operations and impair its financial condition.
14
3. |
|
Law for Promotion of Effective Utilization of Resources of Japan |
The Law for Promotion of Effective Utilization of Resources of Japan, administered by the
Japanese Ministry of Economy, Trade and Industry (METI), enacted in April 2001, is currently being
evaluated for a revision in 2008. This Law requires manufacturers of specified reuse-promoted
products, including copiers, to promote the use of recyclable resources and recovered products
(designing and manufacturing products that can be easily reused or recycled). The coverage and
requirements of the law may be expanded to other products such as printers, and may have an adverse
effect on Canons results of operations.
4. |
|
Law on Promoting Green Purchasing of Japan |
The Law on Promoting Green Purchasing of Japan, administered by the Japanese Ministry of the
Environment, took effect in April 2001. The law encourages both national and local governments to
procure products with low environmental burdens. Businesses are required to provide information
that is necessary to determine the environmental impact of products that they manufacture.
In response to the law, Canon now promotes :
|
|
manufacture of products that consume less electricity to prevent global warming and to conserve energy, |
|
|
use of recycled parts and recycled materials, |
|
|
reduction of the types of raw materials used in order to conserve resources, and |
|
|
acceleration of the date by which the requirements of the law are implemented to promote the elimination of hazardous substances. |
The law also requires Canon to collect its used products and recycle them, establish
alternative technologies for hazardous substances used in products and standardize the substances
used in its products. These measures will entail additional costs and may adversely affect its
results of operations and financial conditions.
5. |
|
European Union (EU) Directive on Batteries and Accumulators and Waste Batteries and
Accumulators |
On September 26, 2006, a new directive on batteries and accumulators and waste batteries and
accumulators was published in the EU Official Journal to replace a similar existing directive. EU
member states must implement the directive by September 26, 2008, and manufacturers and sellers
must comply with these laws based on the new directive. Whereas the existing directive applies only
to batteries with a certain mercury, cadmium and lead content, the new directive applies to all
batteries and accumulators placed on the European Community (EC) market. After September 2008,
the new directive will require specified labels on all batteries, but detailed requirements have
not yet been published. In addition, it establishes specific targets for collection, treatment and
recycling of batteries and accumulators. Canon expects that compliance with the new directive will
increase its financial costs such as labeling, recycling fees or guarantees of batteries packed
with or incorporated in products placed on the EC market.
6. |
|
Administrative Measures on the Control of Pollution Caused by Electronic Information Products
of China |
Modeled on the European Union RoHS Directive described above, the Chinese Ministry of
Information Industry published Administrative Measures on the Control of Pollution Caused by
Electronic Information Products on February 28, 2006. These measures regulate lead, mercury,
hexavalent chromium, cadmium, polybrominated biphenyls or polybrominated diphenyl ethers in
electronic information products. Step 1 was implemented for the products manufactured on and after
March 1, 2007. Almost all Canon products will be covered by this regulation.
To
comply with Step 1 requirements, a specified China-specific mark shall be put on all the covered
products according to whether the regulated six substances are contained in them or not, and their
use of the six substances must be shown on product manuals. In addition, each products
environmental protection use period (EPUP) must be described on its recycling mark with the
production date, and packaging materials shall be shown on the boxes, etc. that pack the covered
products.
As Step 2 requirements, the content of the six substances in specific electronic information
products (those specified in the list for emphasized management) would be restricted by the
similar limitation as the EU RoHS Directive, and a China-specific compulsory products certification
system will be introduced for such products. However, neither the standards to implement these
measures nor the emphatic management list have been published yet.
These requirements will increase Canons costs and may have an adverse affect on its results
of operations and financial condition.
7. |
|
U.S. States and Canadas Legislations concerning Waste Electric and Electronic Products and
RoHS-like Regulations |
Electric and electronic equipment recycling laws have been enacted in some states such as
California and Washington, and more draft recycling laws are now being discussed in about 20
states. Most states laws cover only displays or TVs, so the impact on Canon has not been
significant to date. However, there are some Canadian state laws, like the regulations of Ontario
and Alberta, which require manufacturers to bear the costs of collection and recycling of printers
and fax machines, and some other products made by Canon. Canon expects that compliance with the
state requirements might increase its costs such as recycling fees and guarantees of products sold
there.
Some draft state laws are being considered in California and other states, which would
restrict certain hazardous substances in electric and electronic equipment in a manner similar to
the EU RoHS Directive. If such requirements are enacted, they might increase Canons costs.
8. |
|
The European Framework for the management of chemical substances, or REACH Regulations |
On December 30, 2006, the REACH Regulation was published in the EU Official Journal, and was
implemented on June 1, 2007. This covers almost all the chemicals (that is, products in gaseous,
liquid, paste or powdery form) and the articles (products in solid state) manufactured in or
imported into the European Union.
All the chemicals manufactured or imported over specific thresholds shall be registered in the
European Union with information about its usage or chemical characters, etc. The registration of
new chemicals will commence in June 2008. For chemical substances which have been already used,
pre-registration will be accepted from June 1 to December 1, 2008. Substances that have not been
pre-registered cannot be used after December 2008 until they are formally registered.
Pre-registered substances will be subject to formal registration procedures according to quantity
and hazardous properties. Canon uses some chemicals which are subject to pre-registration
requirements, and preparations for pre-registration are underway.
Moreover, authorization shall be required when using certain substances, and the use of
substances regarded as dangerous might be prohibited. From June 2011, the suppliers of
articles will have to report to the EU authority when certain substances are contained in them.
In addition, suppliers of article will have to provide information about such substances to all
business users and consumers upon request.
These requirements of REACH will increase Canons costs and may have an adverse effect on its
results of operations and financial condition.
15
9. |
|
The European Framework for the Setting of Requirements for Energy-Using Products (so-called
EuP Directive) |
The European Union published a directive that establishes a framework for the setting of
environmental requirements for energy-using products, the EuP Directive, on July 22, 2005. Member
states were required to bring into force the laws necessary to comply with the directive concerning
eco-design by August 11, 2007. This framework directive applies to all products that use energy,
and under this directive, implementing measures for specific product categories must be adopted by
the European Union member states. Until these implementing measures are clarified, it is difficult
to predict the effects of the EuP Directive. However, we expect that the energy requirement for
standby mode, which would be one of the first implemented measures, will take effect in the latter
half of 2009, and that the implemented measures for imaging equipment, which covers most of
Canon products, will take effect in 2010. Canon is pushing forward with preparations to comply with
the EuP Directive, but achieving compliance will likely increase Canons costs.
10. |
|
Kyoto Protocol to the United Nations Framework Convention on Climate Change |
According to Kyoto Protocol to the U.N. Framework Convention on Climate Change which took
effect on February 16, 2005, the first commitment period will commence in 2008 with a span of five
years. The Japanese Government will revise its Kyoto Protocol Target Attainment plan that was
decided by the Cabinet in 2005 to ensure that Japan achieves the numerical target set by the Kyoto
Protocol, in which total emissions of carbon dioxide should be reduced by an average of 6% in
comparison with those of 1990 during the first commitment period. Revisions will be decided in a
Cabinet meeting in the first quarter of 2008.
In conjunction with this revision of the plan in 2008, the Energy Saving Law in Japan (Law
concerning the Rational Use of Energy) that was revised in 2006 will be reviewed for further
potential revisions. The purpose of such revisions would be to reinforce versatile energy
efficiency improvements such as imposing a duty to report on energy consumptions both at the
business sites which use energy currently covered and at the level of the enterprises integrating
such sites. Franchise chains which were not regulated so far will also be covered to improve energy
efficiency in the service sector.
In response to a demand from the Japanese Government, four of the Electrical and Electronic
Industrial Associations to which Canon belongs have revised the numerical target of its voluntary
planned reductions upward in each of 2006 and 2007, and the new target is to reduce carbon dioxide
emissions per production unit in real values by 35% in comparison with emissions rates of 1990.
Canon will need to strengthen its group structure in Japan in order to achieve its voluntary
action plan target in line with the target in the voluntary action of the Industrial Associations,
while taking revised laws into its consideration. In addition, Canon closely monitors laws and
regulations which may be made more restrictive, as well as the direction of future activities of
the Japanese Government and of the industrial sector. Canon is evaluating potential unexpected
developments and planning countermeasures to address such developments, if necessary, including
making use of the Kyoto mechanism, etc.
11. |
|
Other environmental activities |
Canon
aims to reduce environmental burdens in all stages of its product lifecycles, and
through various environmental activities. Canon will continue to create products that are
considerate to people and the global environment. Above all, CO2 emissions demand a lot of
attention and international discussions of the numerical targets for CO2 emission reductions for
the Post-Kyoto Protocol period beginning in 2013 have been highly contentious. Now that the EU has
already committed to a 20% reduction by 2020 and Japan has advocated a reduction of global CO2
emissions by half by 2050 in its Cool Earth 50 initiative, it is highly probable that an aggressive
numerical target will be set at the 15th Conference Of the Parties for United Nations
Framework Convention on Climate Change in 2009. An interim target may be imposing a 30-40%
reduction target for developed countries.
Canon
needs to work diligently toward CO2 emission reductions through energy efficient product
design as well as by implementing further energy conservation efforts in factories.
C. Organizational structure
Canon Inc. and its subsidiaries and affiliates form a group of which Canon Inc. is the parent
company. As of December 31, 2007, Canon had 239 consolidated subsidiaries and 15 affiliated
companies accounted for by the equity method.
The following table lists the significant subsidiaries owned by Canon Inc., all of which are
consolidated as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of |
|
|
Proportion of |
|
|
|
|
|
|
|
ownership interest |
|
|
voting power |
|
Name of company |
|
Head office location |
|
|
owned |
|
|
held |
|
Canon Marketing Japan Inc. |
|
Tokyo, Japan |
|
|
50.1 |
% |
|
|
51.8 |
% |
Canon U.S.A., Inc. |
|
New York, U.S.A. |
|
|
100.0 |
% |
|
|
100.0 |
% |
Canon Europa N.V. |
|
Amstelveen, The Netherlands |
|
|
100.0 |
% |
|
|
100.0 |
% |
16
D. Property, plants and equipment
Canons manufacturing is conducted primarily at 24 plants in Japan and 17 plants in other
countries. Canon owns all of the buildings and the land on which its plants are located, with the
exception of certain leases of land and floor space of certain of its subsidiaries. The names and
locations of Canons plants and other facilities, their approximate floor space and the principal
activities and products manufactured therein as at December 31, 2007 are as follows:
|
|
|
|
|
|
|
|
|
Floor space |
|
|
|
|
(including |
|
|
Name and location |
|
leased space) |
|
Principal activities and products manufactured |
Domestic |
|
(Thousands of |
|
|
|
|
square feet) |
|
|
|
|
|
|
|
|
|
Headquarters, Tokyo
|
|
|
2,471 |
|
|
R&D, corporate administration
and other functions |
|
|
|
|
|
|
|
Canon Global Management Institute, Tokyo
|
|
|
172 |
|
|
Training & administration |
|
|
|
|
|
|
|
Kawasaki Office, Kanagawa
|
|
|
259 |
|
|
Development of production engineering |
|
|
|
|
|
|
|
Kosugi Office, Kanagawa
|
|
|
395 |
|
|
Development of software for office imaging products |
|
|
|
|
|
|
|
Fuji-Susono Research Park, Shizuoka
|
|
|
1,037 |
|
|
R&D in electrophotographic technologies |
|
|
|
|
|
|
|
Ayase Office, Kanagawa
|
|
|
393 |
|
|
R&D and manufacturing of semiconductor devices |
|
|
|
|
|
|
|
Optics R&D Center, Tochigi
|
|
|
473 |
|
|
R&D in optical technologies, development and sales of
broadcasting equipment |
|
|
|
|
|
|
|
Yako Development Center, Kanagawa
|
|
|
905 |
|
|
Development of inkjet printers, inkjet chemical products |
|
|
|
|
|
|
|
Utsunomiya Plant, Tochigi
|
|
|
855 |
|
|
Manufacturing of lenses for cameras
and other applications |
|
|
|
|
|
|
|
Toride Plant, Ibaraki
|
|
|
2,934 |
|
|
R&D in electrophotographic technologies,
mass-production trials and support; manufacturing of
office imaging products, chemical products; training of
manufacturing |
|
|
|
|
|
|
|
Ami Plant, Ibaraki
|
|
|
1,177 |
|
|
Manufacturing of semiconductor production equipment and
LCD production equipment; design and manufacturing of
factory automation equipment and metal molds |
|
|
|
|
|
|
|
Utsunomiya Optical Products Plant, Tochigi
|
|
|
1,417 |
|
|
R&D, manufacturing, sales and servicing of
semiconductor production equipment |
|
|
|
|
|
|
|
Canon Electronics Inc., Saitama and Gunma
|
|
|
1,170 |
|
|
Camera components, magnetic heads, sensors,
micrographics, document scanners, LBPs, laser scanner
units and portable data terminals |
|
|
|
|
|
|
|
Canon Finetech Inc., Saitama, Ibaraki, and Fukui
|
|
|
988 |
|
|
Copying machines, copying machines peripherals,
chemical products and business-use printers |
|
|
|
|
|
|
|
Canon Precision Inc., Aomori
|
|
|
1,090 |
|
|
Motors, toner cartridges and sensors |
|
|
|
|
|
|
|
Optron Inc., Ibaraki
|
|
|
142 |
|
|
Optical crystals (for steppers, cameras, telescopes)
and vapor deposition materials |
17
|
|
|
|
|
|
|
|
|
Floor space |
|
|
|
|
(including |
|
|
Name and location |
|
leased space) |
|
Principal activities and products manufactured |
Domestic |
|
(Thousands of |
|
|
|
|
square feet) |
|
|
|
|
|
|
|
|
|
Canon Chemicals Inc., Ibaraki
|
|
|
2,103 |
|
|
Toner cartridges and rubber functional components |
|
|
|
|
|
|
|
Canon Components Inc., Saitama
|
|
|
607 |
|
|
Image sensor units, printed circuit boards, ink cartridges and
medical equipment |
|
|
|
|
|
|
|
Oita Canon Inc., Oita
|
|
|
1,344 |
|
|
Digital cameras, cameras and digital video camcorders |
|
|
|
|
|
|
|
Nagahama Canon Inc., Shiga
|
|
|
1,097 |
|
|
LBPs, toner cartridges and A-Si drums |
|
|
|
|
|
|
|
Oita Canon Materials Inc., Oita
|
|
|
2,015 |
|
|
Chemical products for copying machines and printers |
|
|
|
|
|
|
|
Ueno Canon Materials Inc., Mie
|
|
|
638 |
|
|
Chemical products for copying machines and printers |
|
|
|
|
|
|
|
Fukushima Canon Inc., Fukushima
|
|
|
971 |
|
|
Inkjet printers and inkjet cartridges |
|
|
|
|
|
|
|
Canon Semiconductor Equipment Inc., Ibaraki
|
|
|
553 |
|
|
Semiconductor production-related equipment, copying machines and
copying machine units |
|
|
|
|
|
|
|
Canon Ecology Industry Inc., Ibaraki |
|
|
399 |
|
|
Recycling of toner cartridges and business machine repair |
|
|
|
|
|
|
|
Nisca Corporation, Yamanashi
|
|
|
377 |
|
|
Scanner units and optical equipment |
|
|
|
|
|
|
|
Miyazaki Daishin Canon Co., Ltd., Miyazaki
|
|
|
129 |
|
|
Digital cameras |
|
|
|
|
|
|
|
Canon Mold Co., Ltd., Ibaraki
|
|
|
171 |
|
|
Molds |
|
|
|
|
|
|
|
Canon ANELVA Corporation, Kanagawa and Yamanashi
|
|
|
940 |
|
|
Production equipment for electron
devices, Flat Panel Display and semiconductor |
|
|
|
|
|
|
|
Canon Machinery Inc., Shiga
|
|
|
294 |
|
|
Production equipment for cartridges and semiconductor |
|
|
|
|
|
|
|
Tokki Corporation, Tokyo and Niigata
|
|
|
187 |
|
|
Vacuum technology-related equipment |
|
|
|
|
|
|
|
SED Inc., Kanagawa
|
|
|
1,106 |
|
|
Flat-screen SED (Surface-conduction Electron-emitter Display) panels |
18
|
|
|
|
|
|
|
|
|
Floor space |
|
|
|
|
(including |
|
|
Name and location |
|
Leased space) |
|
Principal activities and products manufactured |
Overseas |
|
(Thousands of |
|
|
|
|
square feet) |
|
|
[Europe] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Canon Giessen GmbH, Giessen, Germany
|
|
|
362 |
|
|
Copying machines, toner cartridges and
semiconductor production equipment |
|
|
|
|
|
|
|
Canon Bretagne S.A.S., Liffre, France
|
|
|
506 |
|
|
Toner cartridges and recycling of
toner cartridges |
|
|
|
|
|
|
|
[America] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Canon Virginia, Inc.,Virginia, U.S.
|
|
|
828 |
|
|
Toner and toner cartridges |
|
|
|
|
|
|
|
[Asia] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Canon Inc., Taiwan, Taiwan
|
|
|
414 |
|
|
Cameras and lenses |
|
|
|
|
|
|
|
Canon Opto (Malaysia) Sdn. Bhd., Selangor, Malaysia
|
|
|
581 |
|
|
Digital cameras, lenses and optical lens parts |
|
|
|
|
|
|
|
Canon Dalian Business Machines, Inc., Dalian, China
|
|
|
1,355 |
|
|
LBPs and toner cartridges |
|
|
|
|
|
|
|
Canon Zhuhai, Inc., Zhuhai, China
|
|
|
661 |
|
|
LBPs and digital cameras |
|
|
|
|
|
|
|
Tianjin Canon Inc., Tianjin, China
|
|
|
148 |
|
|
Copying machines |
|
|
|
|
|
|
|
Canon Hi-Tech Thailand Ltd., Ayutthaya, Thailand
|
|
|
1,309 |
|
|
Inkjet printers |
|
|
|
|
|
|
|
Canon Ayutthaya Thailand Ltd., Ayutthaya, Thailand
|
|
|
182 |
|
|
Circuit boards for inkjet printers |
|
|
|
|
|
|
|
Canon Engineering Thailand Ltd., Ayutthaya, Thailand
|
|
|
129 |
|
|
Metal molds and plastic injection mold parts |
|
|
|
|
|
|
|
Canon Zhougshan Business Machines Co., Ltd., Zhougshan, China
|
|
|
840 |
|
|
LBPs |
|
|
|
|
|
|
|
Canon Vietnam Co., Ltd., Hanoi, Vietnam
|
|
|
2,492 |
|
|
Inkjet printers and LBPs |
|
|
|
|
|
|
|
Canon (Suzhou) Inc., Suzhou, China
|
|
|
771 |
|
|
Copying machines |
|
|
|
|
|
|
|
Canon Finetech (Suzhou) Business Machines Inc. , Suzhou, China
|
|
|
355 |
|
|
Copying machines |
|
|
|
|
|
|
|
Thai Nisca Co.Ltd., Ayutthaya, Thailand
|
|
|
190 |
|
|
Optical equipment and copying machine peripherals |
|
|
|
|
|
|
|
Canon Finetech Nisca (Shenzhen) Inc., Shenzhen, China
|
|
|
217 |
|
|
Copying machines and LBP peripherals |
Canon considers its manufacturing and other facilities to be well maintained and believes that
its plant capacity is adequate for its current requirements.
Main facilities under construction for establishment/expansion
. |
|
Canon Precision Inc.: New Production Base (Business Machines Operations) |
Location: Hirosaki-shi, Aomori Pref.
*To be leased to Canon Precision Inc. by the Company
Item 4A. Unresolved Staff Comments
Not applicable.
19
Item 5. Operating and Financial Review and Prospects
A. Operating Results
The following discussion and analysis provides information that management believes to be
relevant to understanding Canons consolidated financial condition and results of operations.
Overview
Canon is one of the worlds leading manufacturers of copying machines, laser beam printers,
inkjet printers, cameras, steppers and aligners. Canon earns revenues primarily from the
manufacture and sale of these products domestically and internationally. Canons basic management
policy is to contribute to the prosperity and well-being of the world while endeavoring to become a
truly excellent global corporate group targeting continued growth and development.
Canon divides its businesses into three product groups: business machines, cameras, and optical and
other products. The business machines product group has three sub-groups: office imaging products,
computer peripherals and business information products.
Economic environment
Looking back at the global economy in 2007, the U.S. economy proved sluggish in the second
half of the year as the fallout from the subprime loan crisis resulted in a decline not only in
housing investment, but also in consumer spending. In Europe, the region moved toward moderate
recovery as domestic demand expanded in major European countries, boosted by such factors as
increased consumer spending owing to continued improvements in the employment environment. Within
Asia, the Chinese economy maintained a high growth rate while other economies in the region also
enjoyed generally favorable conditions, primarily due to export growth. In Japan, the economy
maintained a trend toward recovery, buoyed by an improvement in consumer spending along with
increased capital spending fueled by strong corporate earnings.
Market environment
As for the markets in which Canon operates, within the camera segment, demand for digital
single-lens reflex (SLR) cameras and digital compact cameras continued to realize healthy growth
during the year. Within the office imaging products market, demand for network digital
multifunction devices (MFDs) remained solid as the office market shifted toward color models in
all regions. As for computer peripherals, including printers, demand for laser beam printers
continued to grow for both color and monochrome low-end models. Within the inkjet printer market,
as the shift in demand from single-function to multifunction machines gained momentum, price
competition for multifunction models increased in severity. In the optical equipment segment, while
demand for projection aligners, which are used to produce liquid crystal display (LCD) panels,
remained at a low level due to restrained investment by LCD manufacturers, demand for steppers,
used in the production of semiconductors, remained at approximately the same level as the previous
year. The average value of the yen for the year was ¥117.50 to the U.S. dollar and ¥161.41 to the
euro, representing a slight year-on-year decrease against the U.S. dollar, and about a 10% decline
against the euro.
Summary of operations
Amid these conditions, Canons consolidated net sales in 2007 increased by 7.8% from the
year-ago period to ¥4,481.3 billion, resulting from a solid rise in sales of digital cameras, color
network MFDs, and laser beam printers, along with the positive effect of favorable currency
exchange rates. Income before income taxes and minority interests in 2007 totaled ¥768.4 billion, a
year-on-year increase of 6.8%, while net income for the year totaled ¥488.3 billion, both marking
all-time highs.
Key performance indicators
Following
are the key performance indicators (KPIs) that Canon uses in managing its business.
The changes from year to year in these KPIs are set forth in the table shown below.
KEY PERFORMANCE INDICATORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Net sales (Millions of yen) |
|
¥ |
4,481,346 |
|
|
¥ |
4,156,759 |
|
|
¥ |
3,754,191 |
|
|
¥ |
3,467,853 |
|
|
¥ |
3,198,072 |
|
Gross profit to net sales ratio |
|
|
50.1 |
% |
|
|
49.6 |
% |
|
|
48.5 |
% |
|
|
49.4 |
% |
|
|
50.3 |
% |
R&D expense to net sales ratio |
|
|
8.2 |
% |
|
|
7.4 |
% |
|
|
7.6 |
% |
|
|
7.9 |
% |
|
|
8.1 |
% |
Operating profit to net sales ratio |
|
|
16.9 |
% |
|
|
17.0 |
% |
|
|
15.5 |
% |
|
|
15.7 |
% |
|
|
14.2 |
% |
Inventory turnover within days |
|
44 days |
|
|
45 days |
|
|
47 days |
|
|
49 days |
|
|
49 days |
|
Debt to total assets ratio |
|
|
0.6 |
% |
|
|
0.7 |
% |
|
|
0.8 |
% |
|
|
1.1 |
% |
|
|
3.1 |
% |
Stockholders equity to total assets ratio |
|
|
64.8 |
% |
|
|
66.0 |
% |
|
|
64.4 |
% |
|
|
61.6 |
% |
|
|
58.6 |
% |
Note: Inventory turnover within days; Inventory divided by net sales for the previous six months,
multiplied by 182.5.
-Revenues-
As Canon seeks to become a truly excellent global company, one indicator upon which Canons
management places strong emphasis is revenue. Following are some of the KPIs relating to revenue
that management considers to be important.
Net sales is one such KPI. Canon derives net sales primarily from the sale of products and, to
a much lesser extent, provision of services relating to its products. Sales vary based on such
factors as product demand, the number and size of transactions within the reporting period, product
reputation for new products and changes in sales prices. Other factors involved are market share
and market environment. In addition, management considers an evaluation of net sales by product
group important to assessing Canons performance in sales in various product groups in light of
market trends.
Gross profit ratio (ratio of gross profit to net sales) is another KPI for Canon. Through its
reforms in product development, Canon has been striving to shorten product development lead times
in order to launch new, competitively priced products at a faster pace. In addition, Canon has
achieved cost reductions through efficiency enhancements in its production. Canon believes that these
achievements have contributed to improving Canons gross profit ratio, and Canon intends to
continue to pursue further shortening of product development lead times and reductions in
production costs.
Operating profit ratio (ratio of operating profit to net sales) and research and development
(R&D) expense to net sales ratio are considered by Canon to be KPIs. Canon is focusing on two
areas for improvement. On the one hand, Canon strives to control and reduce its selling, general
and administrative expenses. On the other hand, Canons R&D policy is designed to maintain a high
level of spending in core technology in order to sustain Canons leading position in its current
fields of business, and to explore possibilities in other markets. Canon believes such investments
will be the basis for future success in its business and operations.
20
-Cash Flow Management-
Canon also places significant emphasis on cash flow management. The following are the KPIs
relating to cash flow management that management believes to be important.
Inventory turnover within days is a KPI because it is a measure of supply-chain management
efficiency. Inventories have inherent risks of becoming obsolete, deteriorating or otherwise
decreasing in value significantly, which may adversely affect Canons operating results. To
mitigate these risks, management believes that it is important to continue reducing inventories and
shortening production lead times in order to achieve early recovery of related product expenses by
strengthening supply-chain management.
Canons management seeks to meet its liquidity and capital requirements primarily with cash
flow from operations. Management also seeks debt-free operations. For a manufacturing company such
as Canon, the process for realizing profit on any endeavor can be lengthy, involving as it does
R&D, manufacturing, and sales activities. Management, therefore, believes that it is important to
have sufficient financial strength so that it does not have to rely on external funding. Canon has
continued to reduce its reliance on external funding for capital investments in favor of generating
the necessary funds from its own operations.
Stockholders
equity to total assets ratio (ratio of total stockholders equity to total assets)
is another KPI for Canon. Canon believes that stockholders equity to total asset ratio measures
its long-term viability. Canon believes that a high or increasing stockholders equity ratio
usually indicates that Canon has a good, or improving ability to fund debt obligations and other
unexpected expenses, which means in the long-term that Canon is better able to maintain a high
level of stable investments for its future operations and development. As Canon puts a strong
emphasis on its research and development activities, management believes that it is important to
maintain a stable financial base and, accordingly, a high level of stockholders equity to total
assets ratio.
Critical accounting policies and estimates
The consolidated financial statements are prepared in accordance with U.S. generally accepted
accounting principles and based on the selection and application of significant accounting policies
which require management to make significant estimates and assumptions. Canon believes that the
following are the more critical judgment areas in the application of its accounting policies that
currently affect its financial condition and results of operations.
Revenue recognition
Canon generates revenue principally through the sale of consumer products, equipment,
supplies, and related services under separate contractual arrangements. Canon recognizes revenue
when persuasive evidence of an arrangement exists, delivery has occurred and title and risk of loss
have been transferred to the customer or services have been rendered, the sales price is fixed or
determinable, and collectibility is probable.
Revenue from sales of consumer products including office imaging products, computer
peripherals, business information products and cameras is recognized upon shipment or delivery,
depending upon when title and risk of loss transfer to the customer.
Revenue from sales of optical equipment, such as steppers and aligners that are sold with
customer acceptance provisions related to their functionality, is recognized when the equipment is
installed at the customer site and the specific criteria of the equipment functionality are
successfully tested and demonstrated by Canon. Service revenue is derived primarily from
separately priced product maintenance contracts on equipment sold to customers and is measured at
the stated amount of the contract and recognized as services are provided.
Canon also offers separately priced product maintenance contracts for most office imaging
products, for which the customer typically pays a stated base service fee plus a variable amount
based on usage. Revenue from these service maintenance contracts is measured at the stated amount
of the contract and recognized as services are provided and variable amounts are earned.
Revenue from the sale of equipment under sales-type leases is recognized at the inception of
the lease. Income on sales-type leases and direct-financing leases is recognized over the life of
each respective lease using the interest method. Leases not qualifying as sales-type leases or
direct-financing leases are accounted for as operating leases and related revenue is recognized
ratably over the lease term. When equipment leases are bundled with product maintenance contracts,
revenue is first allocated considering the relative fair value of the lease and non-lease
deliverables based upon the estimated relative fair values of each element. Lease deliverables
generally include equipment, financing and executory costs, while non-lease deliverables generally
consist of product maintenance contracts and supplies.
For all other arrangements with multiple elements, Canon allocates revenue to each element
based on its relative fair value if such element meets the criteria for treatment as a separate
unit of accounting as prescribed in the Emerging Issues Task Force (EITF) Issue No.00-21,
Revenue Arrangements with Multiple Deliverables. Otherwise, revenue is deferred until the
undelivered elements are fulfilled and accounted for as a single unit of accounting.
Canon records estimated reductions to sales at the time of sale for sales incentive programs
including product discounts, customer promotions and volume-based rebates. Estimated reductions in
sales are based upon historical trends and other known factors at the time of sale. In addition,
Canon provides price protection to certain resellers of its products, and records reductions to
sales for the estimated impact of price protection obligations when announced.
Estimated product warranty costs are recorded at the time revenue is recognized and are
included in selling, general and administrative expenses. Estimates for accrued product warranty
costs are based on historical experience, and are affected by ongoing product failure rates,
specific product class failures outside of the baseline experience, material usage and service
delivery costs incurred in correcting a product failure.
Allowance for doubtful receivables
Allowance for doubtful receivables is determined using a combination of factors to ensure that
Canons trade and financing receivables are not overstated due to uncollectibility. Canon maintains
an allowance for doubtful receivables for all customers based on a variety of factors, including
the length of time receivables are past due, trends in overall weighted average risk rating of the
total portfolio, macroeconomic conditions, significant one-time events and historical experience.
Also, Canon records specific reserves for individual accounts when Canon becomes aware of a
customers inability to meet its financial obligations to Canon, such as in the case of bankruptcy
filings or deterioration in the customers operating results or financial position. If
circumstances related to customers change, estimates of the recoverability of receivables would be
further adjusted.
Valuation of inventories
Inventories are stated at the lower of cost or market value. Cost is determined principally by
the average method for domestic inventories and the first-in, first-out method for overseas
inventories. Market value is the estimated selling price in the ordinary course of business less
the estimated costs of completion and the estimated costs necessary to make a sale. Canon routinely
reviews its inventories for their salability and for indications of obsolescence to determine if
inventories should be written-down to market value. Judgments and estimates must be made and used
in connection with establishing such allowances in any accounting period. In estimating the market
value of its inventories, Canon considers the age of the inventories and the likelihood of spoilage
or changes in market demand for its inventories.
21
Property, plant and equipment and accounting change
Property, plant and equipment are stated at cost. Depreciation is calculated principally by
the declining-balance method, except for certain assets which are depreciated by the straight-line
method over the estimated useful lives of the assets.
Effective April 1, 2007, the Company and its domestic subsidiaries elected to change the
declining-balance method of depreciating machinery and equipment from the
fixed-percentage-on-declining base application to the 250% declining-balance application.
Estimated residual values were also reduced in conjunction with this change. The Company and its
domestic subsidiaries believe that the 250% declining-balance application is preferable because it
provides a better matching of the allocation of cost of machinery and equipment with associated
revenues in light of increasingly short product life cycles.
Environmental liabilities
Canon is subject to liability for the investigation and clean-up of environmental
contamination at each of the properties that Canon owns or operates, as well as at certain
properties Canon formerly owned or operated. Canon employs extensive internal environmental
protection programs that focus on preventive measures. Canon conducts environmental assessments for
a number of its locations and operating facilities. If Canon was to be held responsible for damages
in any future litigation or proceedings, such costs may not be covered by insurance and may be
material. The liabilities for environmental remediation and other environmental costs are accrued
when it is considered probable and costs can be reasonably estimated.
Income taxes
As more fully disclosed in the Notes to Consolidated Financial Statements, Canon adopted FASB
Interpretation No.48, Accounting for Uncertainty in Income
Taxes an interpretation of FASB
Statement No.109, on January 1, 2007. Canon considers many factors when evaluating and estimating
income tax uncertainties. These factors include an evaluation of the technical merits of the tax
positions as well as the amounts and probabilities of the outcomes that could be realized upon
settlement. The actual resolutions of those uncertainties will inevitably differ from those
estimates, and such differences may be material to the financial statements.
Valuation of deferred tax assets
Canon currently has significant deferred tax assets, which are subject to periodic
recoverability assessments. Realization of Canons deferred tax assets is principally dependent
upon its achievement of projected future taxable income. Canons judgments regarding future
profitability may change due to future market conditions, its ability to continue to successfully
execute its operating restructuring activities and other factors. Any changes in these factors may
require possible recognition of significant valuation allowances to reduce the net carrying value
of these deferred tax asset balances. When Canon determines that certain deferred tax assets may
not be recoverable, the amounts which may not be realized are charged to income tax expense and
will adversely affect net income.
Employee retirement and severance benefit plans
Canon has significant employee retirement and severance benefit obligations that are
recognized based on actuarial valuations. Inherent in these valuations are key assumptions,
including discount rates and expected return on plan assets. Management must consider current
market conditions, including changes in interest rates, in selecting these assumptions. Other
assumptions include assumed rate of increase in compensation levels, mortality rate, and withdrawal
rate. Changes in these assumptions inherent in the valuation are reasonably likely to occur from
period to period. Actual results that differ from the assumptions are accumulated and amortized
over future periods and, therefore, generally affect future pension expenses. While management
believes that the assumptions used are appropriate, the differences may affect employee retirement
and severance benefit costs in the future.
In preparing its financial statements for fiscal 2007, Canon estimated a weighted-average
discount rate of 2.5% for Japanese plans and 4.5% for foreign plans and a weighted-average expected
long-term rate of return on plan assets of 3.9% for Japanese plans and 6.0% for foreign plans. In
estimating the discount rate, Canon uses available information about rates of return on
high-quality fixed-income governmental and corporate bonds currently available and expected to be
available during the period to the maturity of the pension benefits. Canon establishes the expected
long-term rate of return on plan assets based on managements expectations of the long-term return
of the various plan asset categories in which it invests. Management develops expectations with
respect to each plan asset category based on actual historical returns and its current expectations
for future returns.
Decreases in discount rates lead to increases in actuarial pension benefit obligations which,
in turn, could lead to an increase in service cost and amortization cost through amortization of
actuarial gain or loss, a decrease in interest cost, and vice versa. A decrease of 50 basis points
in the discount rate increases the projected benefit obligation by approximately 9%. The net effect
of changes in the discount rate, as well as the net effect of other changes in actuarial
assumptions and experience, are deferred until subsequent periods, as permitted by the Statement of
Financial Accounting Standards (SFAS) No. 87, Employers Accounting for Pensions.
Decreases in expected return on plan assets may increase net periodic benefit cost by
decreasing expected return amounts, while differences between expected value and actual fair value
of those assets could affect pension expense in the following years, and vice versa. For fiscal
2008, if a change of 50 basis points in the expected long-term rate of return on plan assets is to
occur, that may cause a change of approximately ¥3,022 million in net periodic benefit cost. Canon
multiplies managements expected long-term rate of return on plan assets by the value of its plan
assets, to arrive at the expected return on plan assets that is included in pension income
(expense). Canon defers recognition of the difference between this expected return on plan assets
and the actual return on plan assets. The net deferral affects the value of plan assets in future
fiscal years and, ultimately, future pension income (expense).
On December 31, 2006, Canon adopted the recognition and disclosure provisions of SFAS 158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158). SFAS 158 required Canon to recognize
the funded status (i.e., the difference between the fair value of plan assets and the projected
benefit obligations) of its pension plans in the December 31, 2006 consolidated balance sheet, with
a corresponding adjustment to accumulated other comprehensive income (loss), net of tax.
Effective January 1, 2007, Canon and certain of its domestic subsidiaries have amended their
funded defined benefit pension plans, and the projected benefit obligation has decreased by
¥101,620 million, primarily due to the modification of the pattern of future benefit payments.
This decrease is amortized as a reduction of net periodic benefit cost over the employees average
remaining service period. The amount is approximately ¥5,834 million per year. In conjunction
therewith, Canon and certain of its domestic subsidiaries have implemented an unfunded retirement
and severance plan and a defined contribution pension plan for certain future pension benefits
attributable to employees future services.
22
Consolidated result of operations
Fiscal 2007 compared with fiscal 2006
Summarized results of operations for fiscal 2007 and fiscal 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
Change |
|
|
2006 |
|
|
|
(Millions of yen, except per share |
|
|
|
amounts and percentage data) |
|
Net sales |
|
¥ |
4,481,346 |
|
|
|
+ 7.8 |
% |
|
¥ |
4,156,759 |
|
Operating profit |
|
|
756,673 |
|
|
|
+ 7.0 |
|
|
|
707,033 |
|
Income before income taxes and minority interests |
|
|
768,388 |
|
|
|
+ 6.8 |
|
|
|
719,143 |
|
Net income |
|
|
488,332 |
|
|
|
+ 7.2 |
|
|
|
455,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
377.59 |
|
|
|
+10.4 |
|
|
|
341.95 |
|
Diluted |
|
|
377.53 |
|
|
|
+10.4 |
|
|
|
341.84 |
|
Note: See notes to Item 3A Selected Financial Data.
Sales
Canons consolidated net sales in fiscal 2007 totaled ¥4,481,346 million. This represents a
7.8% increase from the previous fiscal year, reflecting solid rises in sales of digital cameras and
color network digital MFDs, and laser beam printers, along with the positive effects of the
depreciation of the yen.
Overseas operations are significant to Canons operating results and generated approximately
77% of total net sales in fiscal 2007. Such sales are denominated in the applicable local currency
and are subject to fluctuations in the value of the yen in relation to such other currencies.
Despite efforts to reduce the impact of currency fluctuations on operating results, including
localizing some manufacturing and procuring parts and materials from overseas suppliers, Canon
believes such fluctuations have had and will continue to have a significant effect on results of
operations.
The average value of the yen in fiscal 2007 was ¥117.50 to the U.S. dollar, and ¥161.41 to the
euro, representing a slight decrease against the U.S. dollar, and about 10% decline against the
euro, compared with the previous year. The effects of foreign exchange rate fluctuations favorably
impacted net sales by approximately ¥125,500 million. This favorable impact was comprised of
approximately ¥9,600 million for U.S. dollar denominated sales, ¥104,700 million for euro
denominated sales and ¥11,200 million for other foreign currency denominated sales.
Cost of sales
Cost of sales principally reflects the cost of raw materials, parts and labor used by Canon in the
manufacture of its products. A portion of the raw materials used by Canon is imported or includes
imported materials. Such raw materials are subject to fluctuations in world market prices and
exchange rates that may affect Canons cost of sales. Other components of cost of sales include
depreciation expenses from plants, maintenance expenses, light and fuel expenses and rent expenses.
The ratio of cost of sales to net sales for fiscal 2007, 2006 and 2005 was 49.9%, 50.4% and 51.5%,
respectively.
Gross profit
Canons gross profit in fiscal 2007 increased by 9.1% to ¥2,246,981 million from fiscal 2006.
The gross profit ratio improved 0.5 points year on year to reach 50.1%. The improved gross profit
ratio was mainly the result of such factors as the launch of new products and the in-house
manufacturing of key components and key devices, in addition to cost-reduction efforts realized
through ongoing production-reform and procurement-reform activities, which absorbed the negative
effects of escalating raw materials cost and severe price competition in the consumer product
market.
Operating expenses
The major components of operating expenses are payroll, R&D, advertising expenses and other
marketing expenses. Although the growth in selling, general and administrative expenseswhich
increased 7.4% year on yearremained less than revenue growth, R&D expenditures grew by 19.4% from
the year-ago period to ¥368,261 million due to active R&D investment, resulting in an increase in
the operating expense to net sales ratio of 0.6 points year on year to 33.2%.
Operating profit
Operating profit in fiscal 2007 increased by 7.0% to ¥756,673 million from fiscal 2006.
Operating profit in fiscal 2007 was 16.9% of net sales.
The company and its domestic subsidiaries implemented a change in the accounting method used
to calculate depreciation of fixed assets at the start of the second quarter of the year, which
resulted in an increase of depreciation expense by ¥63,773 million compared with the previously
used method.
Other income (deductions)
Other income (deductions) for fiscal 2007 stayed at almost the same level as the previous
year. Although interest and dividend income increased by ¥5,666 million, the foreign currency
exchange loss offset it by ¥6,139 million.
Income before income taxes and minority interests
Income before income taxes and minority interests in fiscal 2007 was ¥768,388 million, a 6.8%
increase from fiscal 2006, and constituted 17.1% of net sales.
Income taxes
Provision for income taxes in fiscal 2007 increased by ¥16,025 million from fiscal 2006,
primarily as a result of the increase in income before income taxes and minority interests. The
effective tax rate during fiscal 2007 declined by 0.1% compared with fiscal 2006.
Net income
As a result of the factors offerings above, net income in fiscal 2007 increased by 7.2% to
¥488,332 million, which represents a 10.9% return on net sales.
Product information
Canon divides its businesses into three product groups: business machines, cameras and optical
and other products.
|
|
|
The business machines product group includes office imaging products, computer peripherals and business information products. |
|
|
|
Office imaging products include mainly office network digital MFDs, color network digital MFDs, office copying machines, personal-use copying
machines and full-color copying machines. |
|
|
|
|
Computer peripherals include mainly laser beam printers, inkjet multifunction peripherals, single function inkjet printers and image scanners. |
|
|
|
|
Business information products include mainly computer information systems, document scanners and personal information products. |
|
|
|
The cameras product group includes mainly digital single lens reflex (SLR) cameras, digital compact cameras, interchangeable lenses and digital video camcorders. |
|
|
|
|
The optical and other products product group includes mainly semiconductor production equipment, mirror projection mask aligners for LCD panels, broadcasting equipment, medical equipment, large format printers and related components. |
23
Sales by product
Canons sales by product group are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
Change |
|
|
2006 |
|
|
|
(Millions of yen, except percentage data) |
|
Business machines: |
|
|
|
|
|
|
|
|
|
|
|
|
Office imaging products |
|
¥ |
1,290,788 |
|
|
|
+ 8.8 |
% |
|
¥ |
1,185,925 |
|
Computer peripherals |
|
|
1,537,511 |
|
|
|
+ 9.9 |
|
|
|
1,398,408 |
|
Business information products |
|
|
107,243 |
|
|
|
+ 0.5 |
|
|
|
106,754 |
|
|
|
|
|
|
|
|
|
|
|
Total business machines |
|
|
2,935,542 |
|
|
|
+ 9.1 |
|
|
|
2,691,087 |
|
|
|
|
|
|
|
|
|
|
|
Cameras |
|
|
1,152,663 |
|
|
|
+10.6 |
|
|
|
1,041,865 |
|
Optical and other products |
|
|
393,141 |
|
|
|
- 7.2 |
|
|
|
423,807 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
4,481,346 |
|
|
|
+ 7.8 |
% |
|
¥ |
4,156,759 |
|
|
|
|
|
|
|
|
|
|
|
Sales of business machines, constituting 65.5% of consolidated net sales, increased 9.1%, to
¥2,935,542 million in fiscal 2007.
Sales of office imaging products increased 8.8% in fiscal 2007, to ¥1,290,788 million. In the
business machine segment, as demand for network digital MFDs shifted toward color models in both
the domestic Japanese and overseas markets, the competitively priced iR C2880 series and the
high-end iR C5185 series continued to enjoy strong sales. Among monochrome network digital MFDs,
the iR5055 series and the new energy-saving iR3025 series contributed to expanded sales.
Additionally, Canon marked its entry into the commercial print market with the launch of the
new imagePRESS C7000VP. Color office imaging products accounted for 35% and 31% and monochrome
office imaging products accounted for 45% and 49% of office imaging products sales in fiscal 2007
and 2006, respectively. Sales of facsimiles and information system business accounted for 20% of
sales of office imaging products in both fiscal 2007 and 2006.
Sales of computer peripherals increased 9.9% in fiscal 2007 to ¥1,537,511 million. Laser beam
printers enjoyed a year-on-year increase of over 20% in unit sales, with strong demand for both
color and monochrome low-end models, and consumables also growing favorably, resulting in an
increase of 10.5% in sales in value terms. As for inkjet printers, despite a continuing decline in
unit sales for single-function models and severe price competition in the market, sales in value
terms increased by 9.2% in 2007, boosted by such factors as increased unit sales of multifunction
models, including the PIXMA MP600/610, and healthy sales growth for consumables.
Sales of business information products increased 0.5%, to ¥107,243 million in fiscal 2007.
Sales of cameras continued to achieve growth of 10.6% in fiscal 2007, totaling ¥1,152,663
million. The growth was fueled by demand for digital SLR cameras, with particularly strong sales
for the compact, lightweight-body EOS DIGITAL REBEL XTi and the advanced-amateur-model EOS 30D/40D
which, in turn, led to expanded sales of interchangeable lenses for SLR cameras. As for compact
digital cameras, Canon strengthened its lineup with the launch of 16 new models5 stylish
ELPH-series models and 11 PowerShot-series modelscatering to a diverse range of shooting styles.
As a result, unit sales of digital cameras for 2007 increased by approximately 17% from the
year-ago period. In the field of digital video camcorders, the launch of consumer-market HDV models
equipped with Canon HD CMOS sensors contributed to expanded sales,
filling out Canons
digital camcorder lineup along with MiniDV, DVD and hard disk models. Sales of cameras constituted
25.7% of consolidated net sales in fiscal 2007.
Sales of optical and other products decreased 7.2% in fiscal 2007, to ¥393,141 million. In
the optical and other products segment, sales of aligners, used to produce LCD panels, decreased
amid reduced market demand due to restrained investment by LCD manufacturers, and sales of
steppers, used in the production of semiconductors, also declined slightly. Sales of optical and
other products constituted 8.8% of consolidated net sales in fiscal 2007.
Sales by region
A summary of net sales by region in fiscal 2007 and fiscal 2006 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
Change |
|
|
2006 |
|
|
|
(Millions of yen, except percentage data) |
|
Japan |
|
¥ |
947,587 |
|
|
|
+ 1.6 |
% |
|
¥ |
932,290 |
|
Americas |
|
|
1,336,168 |
|
|
|
+ 4.1 |
|
|
|
1,283,646 |
|
Europe |
|
|
1,499,286 |
|
|
|
+14.1 |
|
|
|
1,314,305 |
|
Others |
|
|
698,305 |
|
|
|
+11.5 |
|
|
|
626,518 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
4,481,346 |
|
|
|
+ 7.8 |
% |
|
¥ |
4,156,759 |
|
|
|
|
|
|
|
|
|
|
|
Note: This summary of net sales by region of destination is determined by the location of the customer.
A geographical analysis indicates that net sales in fiscal 2007 increased in every region.
In
Japan, sales of office imaging products increased by 6.8% in fiscal 2007 due to the growth
of color network digital MFDs and cameras also achieved sales growth of 7.4% due to strong demand
for digital SLR cameras. Sales of optical and other products decreased by
6.8% due to a reduced demand for
steppers. As a result, net sales in this region increased by 1.6% in fiscal 2007 from fiscal 2006.
In the Americas, net sales increased by 3.1% on a local currency basis in fiscal 2007, mainly
due to increased sales of digital cameras and color network digital MFDs. Sales of digital cameras
experienced continued strong demand and benefited from the effect of newly-launched products such
as the EOS 40D, advanced-amateur-model, and the EOS DIGITAL REBEL XTi. On a yen basis, net sales in
the Americas increased by 4.1% in fiscal 2007.
In
Europe, net sales increased by 5.3% on a local currency basis in fiscal 2007, mainly due to
increased sales of laser beam printers, color network digital MFDs and digital cameras. On a yen
basis, after accounting for the depreciation of the yen against the euro, net sales in Europe grew
14.1% in fiscal 2007.
Sales in other areas increased by 11.5% on a yen basis in fiscal 2007, reflecting overall
sales growth, particularly in digital cameras and laser beam printers.
Operating profit by product
Operating profit for business machines in fiscal 2007 increased by ¥51,032 million to ¥650,261
million. This increase resulted primarily from sales growth and cost reduction efforts.
Operating profit for cameras in fiscal 2007 increased by ¥38,688 million to ¥307,426 million.
The suppression of price declines through the launch of new products and continued cost reduction
efforts realized through ongoing production reform and procurement boosted the operating profit of
this segment.
Operating profit for optical and other products in fiscal 2007 decreased by ¥20,395 million to
¥21,080 million mainly due to a decline in the sales volume of aligners and steppers.
24
Fiscal 2006 compared with fiscal 2005
Summarized results of operations for fiscal 2006 and fiscal 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
Change |
|
|
2005 |
|
|
|
(Millions of yen, except per share |
|
|
|
amounts and percentage data) |
|
Net sales |
|
¥ |
4,156,759 |
|
|
|
+10.7 |
% |
|
¥ |
3,754,191 |
|
Operating profit |
|
|
707,033 |
|
|
|
+21.3 |
|
|
|
583,043 |
|
Income before income taxes and minority interests |
|
|
719,143 |
|
|
|
+17.5 |
|
|
|
612,004 |
|
Net income |
|
|
455,325 |
|
|
|
+18.5 |
|
|
|
384,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
341.95 |
|
|
|
+18.5 |
|
|
|
288.63 |
|
Diluted |
|
|
341.84 |
|
|
|
+18.5 |
|
|
|
288.36 |
|
Note: See notes to Item 3A Selected Financial Data.
Sales
Canons consolidated net sales in fiscal 2006 totaled ¥4,156,759 million. This represents a
10.7% increase from the previous fiscal year, reflecting solid rises in sales of digital cameras
and color network digital MFDs, and laser beam printers, along with the positive effects of the
depreciation of the yen.
Overseas operations are significant to Canons operating results and generated approximately
75% of total net sales in fiscal 2006. Such sales are denominated in the applicable local currency
and are subject to fluctuations in the value of the yen in relation to such other currencies.
Despite efforts to reduce the impact of currency fluctuations on operating results, including
localizing some manufacturing and procuring parts and materials from overseas suppliers, Canon
believes such fluctuations have had and will continue to have a significant effect on results of
operations.
The average value of the yen in fiscal 2006 was ¥116.43 to the U.S. dollar, and ¥146.51 to the
euro, representing depreciation of about 5% against the U.S. dollar, and 7% against the euro,
compared with the previous year. The effects of foreign exchange rate fluctuations favorably
impacted net sales by approximately ¥138,700 million. This favorable impact was comprised of
approximately ¥67,800 million for U.S. dollar denominated sales, ¥65,900 million for
euro-denominated sales and ¥5,000 million for other foreign currency-denominated sales.
Cost of sales
Cost of sales principally reflects the cost of raw materials, parts and labor used by Canon in
the manufacture of its products. A portion of the raw materials used by Canon is imported or
includes imported materials. Such raw materials are subject to fluctuations in world market prices
and exchange rates that may affect Canons cost of sales. Other components of cost of sales include
depreciation expenses from plants, maintenance expenses, light and fuel expenses and rent expenses.
The ratio of cost of sales to net sales for fiscal 2006, 2005 and 2004 was 50.4%, 51.5% and 50.6%,
respectively.
Gross profit
Canons gross profit in fiscal 2006 increased by 13.3% to ¥2,060,480 million from fiscal 2005.
The gross profit ratio improved 1.1 points year on year to reach 49.6%. The improved gross profit
ratio was mainly the result of such factors as the introduction of automated production lines, and
the in-house manufacturing of key components and key devices, in addition to cost-reduction efforts
realized through ongoing production-reform and procurement-reform activities, which absorbed the
negative effects of severe price competition in the consumer product market.
Operating expenses
The major components of operating expenses are payroll, R&D, advertising expenses and other
marketing expenses. Although R&D expenditures grew 7.6% in fiscal 2006 from the previous year to
¥308,307 million, the operating expenses to net sales ratio improved 0.4 points. This was achieved
by limiting growth in selling, general and administrative expenses, with the exception of a
temporary increase in expenses related to the relocation of operation bases, below the growth rate
for net sales. In general, Canon maintains a high level of R&D expenditure to strengthen its R&D
capabilities. R&D expenditures grew in fiscal 2006 from the previous year, resulting from increased
R&D activities.
Operating profit
Operating profit in fiscal 2006 increased by 21.3% to ¥707,033 million from fiscal 2005.
Operating profit in fiscal 2006 was 17.0% of net sales, compared with 15.5% in fiscal 2005.
Other income (deductions)
Other income (deductions) for fiscal 2006 declined ¥16,851 million, attributable to an
increase of currency exchange losses and a decrease in gains on sales of securities, although
interest income grew in line with the rise in the interest rate.
Income before income taxes and minority interests
Income before income taxes and minority interests in fiscal 2006 was ¥719,143
million, a 17.5% increase from fiscal 2005, and constituted 17.3% of net sales.
Income taxes
Provision for income taxes increased by ¥35,448 million from fiscal 2005, primarily as a
result of the increase in income before income taxes and minority interests. The effective tax rate
during fiscal 2006 declined by 0.3% compared with fiscal 2005.
Net income
As
a result of the factors offering above, net income in fiscal 2006 increased by 18.5% to
¥455,325 million, which exceeds the growth rate of income before income taxes and minority
interests. This represents an 11.0% return on net sales.
25
Product information
Canon divides its businesses into three product groups: business machines, cameras and optical
and other products.
|
|
|
The business machines product group includes office imaging products, computer peripherals and business information products. |
|
|
|
Office imaging products include office network digital MFDs, color network digital MFDs, office copying machines, personal-use copying
machines and full-color copying machines. |
|
|
|
|
Computer peripherals include laser beam printers, single function inkjet printers, inkjet multifunction peripherals and image scanners. |
|
|
|
|
Business information products include micrographic equipment, personal computers and calculators. |
|
|
|
The cameras product group includes single lens reflex (SLR) cameras, compact cameras, digital cameras and digital video camcorders. |
|
|
|
|
The optical and other products product group includes steppers for semiconductor chip production, mirror projection mask aligners used in the production of LCDs, television broadcasting lenses and medical equipment. |
Sales by product
Canons sales by product group are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
Change |
|
|
2005 |
|
|
|
(Millions of yen, except percentage data) |
|
Business machines: |
|
|
|
|
|
|
|
|
|
|
|
|
Office imaging products |
|
¥ |
1,185,925 |
|
|
|
+2.8 |
% |
|
¥ |
1,153,240 |
|
Computer peripherals |
|
|
1,398,408 |
|
|
|
+12.3 |
|
|
|
1,244,906 |
|
Business information products |
|
|
106,754 |
|
|
|
+2.4 |
|
|
|
104,255 |
|
|
|
|
|
|
|
|
|
|
|
Total business machines |
|
|
2,691,087 |
|
|
|
+7.5 |
|
|
|
2,502,401 |
|
|
|
|
|
|
|
|
|
|
|
Cameras |
|
|
1,041,865 |
|
|
|
+18.5 |
|
|
|
879,186 |
|
Optical and other products |
|
|
423,807 |
|
|
|
+13.7 |
|
|
|
372,604 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
4,156,759 |
|
|
|
+10.7 |
% |
|
¥ |
3,754,191 |
|
|
|
|
|
|
|
|
|
|
|
Sales of business machines, constituting 64.7% of consolidated net sales, increased 7.5%, to
¥2,691,087 million in fiscal 2006.
Sales of office imaging products increased 2.8% in fiscal 2006, to ¥1,185,925 million. In the
business machine segment, sales of color network digital MFDs, which are grouped in the office
imaging products sub-segment, recorded significant growth with the launch of such new models as the
mid to high-speed office-use iR C5180 series, the low-power-consumption iR C3380 series, and the
high-image-quality imagePRESS C1 for commercial printing. Among monochrome network digital MFDs,
while the sales increased in the Asian market, sales of monochrome models declined in other markets
as demand shifted toward color models. Color office imaging products accounted for 31% and 28% and
monochrome office imaging products accounted for 49% and 53% of office imaging products sales in
fiscal 2006 and 2005, respectively. Sales of facsimiles and information system business accounted
for 20% and 19% of sales of office imaging products in both fiscal 2006 and 2005, respectively.
Sales of computer peripherals increased 12.3% in fiscal 2006 to ¥1,398,408 million. Laser beam
printers enjoyed a year-on-year increase in unit sales, with color models growing more than 50% and
monochrome machines, particularly low-end models, also recording healthy growth of over 10%. Sales
in value terms also rose significantly. As for inkjet printers, despite a decline in demand for
single-function models and severe price competition in the market, sales in value terms increased
along with unit sales. Sales performance was boosted by the introduction of 24 new models13
single-function models and 11 multifunction modelsincluding the high-speed user-friendly PIXMA
MP600 and overseas entry-level-model PIXMA MP160 all-in-ones, which contributed to a stronger
product lineup while also supporting favorable sales growth for consumables.
Sales of business information products increased 2.4%, to ¥106,754 million in fiscal 2006,
mainly due to the growth in the demand for document scanners.
Sales of cameras continued to achieve significant sales growth of 18.5% in fiscal 2006,
totaling ¥1,041,865 million. The continued strong demand for digital SLR cameras has fueled
continued growth with particularly strong sales for the advanced-amateur-model EOS 30D, launched in
the first half of 2006, and the EOS DIGITAL REBEL XTi, launched in the second half. This, in turn,
led to expanded sales of interchangeable lenses for SLR cameras. Sales of compact digital cameras
also continued to expand steadily with the introduction of 16 new models in 2006, including six
stylish ELPH-series models and 10 PowerShot-series models that cater to a diverse range of shooting
styles. As a result, unit sales of digital cameras grew by more than 20% compared with the previous
year. Digital cameras accounted for 75% and 72% and conventional film cameras accounted for 15% and
16% of camera sales in fiscal 2006 and 2005, respectively. In the field of digital video
camcorders, the launch of consumer-market HDV models equipped with Canon HD CMOS sensors
contributed to expanded sales, filling out the companys digital camcorder lineup along with MiniDV
and DVD models. Video camcorders accounted for the remaining 10% and 12% of camera sales in fiscal
2006 and 2005, respectively. Sales of cameras constituted 25.1% of consolidated net sales in fiscal
2006.
Sales of optical and other products increased 13.7% in fiscal 2006, to ¥423,807 million. In
the optical and other products segment, while steppers, used in the production of semiconductors,
enjoyed steady demand due to a significant increase in investment by manufacturers, sales of
optical products decreased amid declining demand for aligners, used to produce LCD panels, due to
restrained investment by LCD manufacturers. As for the other products included in the segment, the
newly consolidated subsidiaries last year contributed to significant sales growth. Sales of optical
and other products constituted 10.2% of consolidated net sales in fiscal 2006.
26
Sales by region
A summary of net sales by region in fiscal 2006 and fiscal 2005 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
Change |
|
|
2005 |
|
|
|
(Millions of yen, except percentage data) |
|
Japan |
|
¥ |
932,290 |
|
|
|
+8.9 |
% |
|
¥ |
856,205 |
|
Americas |
|
|
1,283,646 |
|
|
|
+12.0 |
|
|
|
1,145,950 |
|
Europe |
|
|
1,314,305 |
|
|
|
+11.3 |
|
|
|
1,181,258 |
|
Others |
|
|
626,518 |
|
|
|
+9.8 |
|
|
|
570,778 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
4,156,759 |
|
|
|
+10.7 |
% |
|
¥ |
3,754,191 |
|
|
|
|
|
|
|
|
|
|
|
Note: This summary of net sales by region of destination is determined by the location of the
customer.
A geographical analysis indicates that net sales in fiscal 2006 increased in every region.
In Japan, net sales increased by 8.9% in fiscal 2006 from fiscal 2005. The results were mainly
attributable to increased sales of digital cameras and steppers, used in the production of
semiconductors and the significant sales growth of the newly consolidated subsidiaries acquired
last year.
In the Americas, net sales increased by 6.6% on a local currency basis in fiscal 2006, mainly
due to increased sales of digital cameras and laser beam printers. Sales of digital cameras
experienced continued strong demand and benefited from the effect of newly-launched products such
as the EOS 30D, advanced-amateur-model, and the EOS DIGITAL REBEL XTi. On a yen basis, after
accounting for the depreciation of the yen against the U.S. dollar, net sales in the Americas
increased by 12.0%.
In Europe, net sales increased by 4.3% on a local currency basis in fiscal 2006 mainly due to
increased sales of digital cameras and laser beam printers. On a yen basis, after accounting for
the depreciation of the yen against the euro, net sales in Europe grew 11.3% in fiscal 2006.
Sales in other areas increased by 9.8% on a yen basis in fiscal 2006, reflecting overall sales
growth, particularly in digital cameras.
Operating profit by product
Operating profit for business machines in fiscal 2006 increased ¥57,201 million to ¥599,229
million. The gross profit ratio improved compared to the previous year, due to cost reduction
efforts, and the sales-to-expense ratio declined, contributing to an increase in operating profit.
Operating profit for cameras in fiscal 2006 increased ¥95,032 million to ¥268,738 million. The
gross profit ratio for the camera segment improved, due to such factors as increased sales of new
products and cost reduction efforts.
Operating profit for optical and other products in fiscal 2006 increased ¥2,655 million to
¥41,475 million. The gross profit ratio increased compared to the previous year, due to an increase
in sales of steppers.
27
Segment information by product and geographic area
Segment information by product and by geographic area for the years ended December 31, 2007,
2006 and 2005 are shown below.
The following table provides segment information by product:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of/for the year ended December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
Optical |
|
|
|
|
|
|
|
|
|
Business |
|
|
|
|
|
|
and other |
|
|
Corporate and |
|
|
|
|
|
|
machines |
|
|
Cameras |
|
|
products |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Millions of yen) |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
2,935,542 |
|
|
¥ |
1,152,663 |
|
|
¥ |
393,141 |
|
|
¥ |
|
|
|
¥ |
4,481,346 |
|
Intersegment |
|
|
|
|
|
|
|
|
|
|
238,659 |
|
|
|
(238,659 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,935,542 |
|
|
|
1,152,663 |
|
|
|
631,800 |
|
|
|
(238,659 |
) |
|
|
4,481,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cost and expenses |
|
|
2,285,281 |
|
|
|
845,237 |
|
|
|
610,720 |
|
|
|
(16,565 |
) |
|
|
3,724,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
¥ |
650,261 |
|
|
¥ |
307,426 |
|
|
¥ |
21,080 |
|
|
¥ |
(222,094 |
) |
|
¥ |
756,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
¥ |
1,762,167 |
|
|
¥ |
561,504 |
|
|
¥ |
544,734 |
|
|
¥ |
1,644,220 |
|
|
¥ |
4,512,625 |
|
Depreciation and amortization |
|
|
159,309 |
|
|
|
37,180 |
|
|
|
69,843 |
|
|
|
75,362 |
|
|
|
341,694 |
|
Capital expenditure |
|
|
166,143 |
|
|
|
32,870 |
|
|
|
78,449 |
|
|
|
151,087 |
|
|
|
428,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of/for the year ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Optical |
|
|
|
|
|
|
|
|
|
Business |
|
|
|
|
|
|
and other |
|
|
Corporate and |
|
|
|
|
|
|
machines |
|
|
Cameras |
|
|
products |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Millions of yen) |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
2,691,087 |
|
|
¥ |
1,041,865 |
|
|
¥ |
423,807 |
|
|
¥ |
|
|
|
¥ |
4,156,759 |
|
Intersegment |
|
|
|
|
|
|
|
|
|
|
190,687 |
|
|
|
(190,687 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,691,087 |
|
|
|
1,041,865 |
|
|
|
614,494 |
|
|
|
(190,687 |
) |
|
|
4,156,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cost and expenses |
|
|
2,091,858 |
|
|
|
773,127 |
|
|
|
573,019 |
|
|
|
11,722 |
|
|
|
3,449,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
¥ |
599,229 |
|
|
¥ |
268,738 |
|
|
¥ |
41,475 |
|
|
¥ |
(202,409 |
) |
|
¥ |
707,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
¥ |
1,617,198 |
|
|
¥ |
542,866 |
|
|
¥ |
501,008 |
|
|
¥ |
1,860,843 |
|
|
¥ |
4,521,915 |
|
Depreciation and amortization |
|
|
127,873 |
|
|
|
28,756 |
|
|
|
37,018 |
|
|
|
68,647 |
|
|
|
262,294 |
|
Capital expenditure |
|
|
154,259 |
|
|
|
31,517 |
|
|
|
36,272 |
|
|
|
157,609 |
|
|
|
379,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of/for the year ended December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Optical |
|
|
|
|
|
|
|
|
|
Business |
|
|
|
|
|
|
and other |
|
|
Corporate and |
|
|
|
|
|
|
machines |
|
|
Cameras |
|
|
products |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Millions of yen) |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
2,502,401 |
|
|
¥ |
879,186 |
|
|
¥ |
372,604 |
|
|
¥ |
|
|
|
¥ |
3,754,191 |
|
Intersegment |
|
|
|
|
|
|
|
|
|
|
158,114 |
|
|
|
(158,114 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,502,401 |
|
|
|
879,186 |
|
|
|
530,718 |
|
|
|
(158,114 |
) |
|
|
3,754,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cost and expenses |
|
|
1,960,373 |
|
|
|
705,480 |
|
|
|
491,898 |
|
|
|
13,397 |
|
|
|
3,171,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
¥ |
542,028 |
|
|
¥ |
173,706 |
|
|
¥ |
38,820 |
|
|
¥ |
(171,511 |
) |
|
¥ |
583,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
¥ |
1,427,277 |
|
|
¥ |
480,957 |
|
|
¥ |
517,527 |
|
|
¥ |
1,617,792 |
|
|
¥ |
4,043,553 |
|
Depreciation and amortization |
|
|
123,037 |
|
|
|
27,662 |
|
|
|
28,011 |
|
|
|
47,231 |
|
|
|
225,941 |
|
Capital expenditure |
|
|
201,887 |
|
|
|
57,678 |
|
|
|
15,955 |
|
|
|
108,264 |
|
|
|
383,784 |
|
Notes:
(1) |
|
General corporate expenses of ¥221,979 million, ¥202,328 million and
¥171,522 million in the years ended December 31, 2007, 2006 and 2005,
respectively, are included in Corporate and Eliminations. |
|
(2) |
|
Corporate assets of ¥1,644,220 million, ¥1,860,933 million and
¥1,239,255 million as of December 31, 2007, 2006 and 2005,
respectively, which mainly consist of cash and cash equivalents, time
deposits, marketable securities, investments and corporate properties,
are included in Corporate and Eliminations. |
|
(3) |
|
The segments are defined under Japanese GAAP. In grouping of segment
information by product, Japanese GAAP requires that consideration be
given to similarities of product types and characteristics,
manufacturing methods, sales markets, and other factors that are
similar. |
|
(4) |
|
As noted in Note 1-(l) of the Notes to Consolidated Financial
Statements, Effective April 1, 2007, the Company and its domestic
subsidiaries elected to change the declining-balance method of
depreciating machinery and equipment.
The change in depreciation
methods caused an increase in depreciation expense by ¥29,148 million
in the Business Machines segment, ¥6,451 million in the Cameras
segment, ¥15,540 million in the Optical and other products segment and
¥12,634 million in Corporate and Eliminations.
|
28
The following table provides segment information by geographic area:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of/for the year ended December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Americas |
|
|
Europe |
|
|
Others |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Millions of yen) |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
1,048,310 |
|
|
¥ |
1,329,479 |
|
|
¥ |
1,499,821 |
|
|
¥ |
603,736 |
|
|
¥ |
|
|
|
¥ |
4,481,346 |
|
Intersegment |
|
|
2,494,251 |
|
|
|
4,608 |
|
|
|
3,496 |
|
|
|
824,844 |
|
|
|
(3,327,199 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,542,561 |
|
|
|
1,334,087 |
|
|
|
1,503,317 |
|
|
|
1,428,580 |
|
|
|
(3,327,199 |
) |
|
|
4,481,346 |
|
Operating cost and
expenses |
|
|
2,722,672 |
|
|
|
1,281,805 |
|
|
|
1,441,972 |
|
|
|
1,378,306 |
|
|
|
(3,100,082 |
) |
|
|
3,724,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
¥ |
819,889 |
|
|
¥ |
52,282 |
|
|
¥ |
61,345 |
|
|
¥ |
50,274 |
|
|
¥ |
(227,117 |
) |
|
¥ |
756,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
¥ |
2,715,294 |
|
|
¥ |
506,295 |
|
|
¥ |
732,579 |
|
|
¥ |
367,234 |
|
|
¥ |
191,223 |
|
|
¥ |
4,512,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of/for the year ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Americas |
|
|
Europe |
|
|
Others |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Millions of yen) |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
1,037,657 |
|
|
¥ |
1,277,867 |
|
|
¥ |
1,313,919 |
|
|
¥ |
527,316 |
|
|
¥ |
|
|
|
¥ |
4,156,759 |
|
Intersegment |
|
|
2,311,482 |
|
|
|
4,764 |
|
|
|
3,586 |
|
|
|
792,018 |
|
|
|
(3,111,850 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,349,139 |
|
|
|
1,282,631 |
|
|
|
1,317,505 |
|
|
|
1,319,334 |
|
|
|
(3,111,850 |
) |
|
|
4,156,759 |
|
Operating cost and expenses |
|
|
2,558,685 |
|
|
|
1,236,138 |
|
|
|
1,272,463 |
|
|
|
1,275,817 |
|
|
|
(2,893,377 |
) |
|
|
3,449,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
¥ |
790,454 |
|
|
¥ |
46,493 |
|
|
¥ |
45,042 |
|
|
¥ |
43,517 |
|
|
¥ |
(218,473 |
) |
|
¥ |
707,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
¥ |
2,644,116 |
|
|
¥ |
432,001 |
|
|
¥ |
682,381 |
|
|
¥ |
339,314 |
|
|
¥ |
424,103 |
|
|
¥ |
4,521,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of/for the year ended December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Americas |
|
|
Europe |
|
|
Others |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Millions of yen) |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
979,748 |
|
|
¥ |
1,139,784 |
|
|
¥ |
1,178,672 |
|
|
¥ |
455,987 |
|
|
¥ |
|
|
|
¥ |
3,754,191 |
|
Intersegment |
|
|
2,046,173 |
|
|
|
7,424 |
|
|
|
2,206 |
|
|
|
646,530 |
|
|
|
(2,702,333 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,025,921 |
|
|
|
1,147,208 |
|
|
|
1,180,878 |
|
|
|
1,102,517 |
|
|
|
(2,702,333 |
) |
|
|
3,754,191 |
|
Operating cost and expenses |
|
|
2,362,019 |
|
|
|
1,110,415 |
|
|
|
1,147,658 |
|
|
|
1,071,155 |
|
|
|
(2,520,099 |
) |
|
|
3,171,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
¥ |
663,902 |
|
|
¥ |
36,793 |
|
|
¥ |
33,220 |
|
|
¥ |
31,362 |
|
|
¥ |
(182,234 |
) |
|
¥ |
583,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
¥ |
2,419,012 |
|
|
¥ |
406,101 |
|
|
¥ |
569,750 |
|
|
¥ |
312,472 |
|
|
¥ |
336,218 |
|
|
¥ |
4,043,553 |
|
Notes:
(1) |
|
General corporate expenses of ¥221,979 million, ¥202,328 million and
¥171,522 million in the years ended December 31, 2007, 2006 and 2005,
respectively, are included in Corporate and Eliminations. |
|
(2) |
|
Corporate assets of ¥1,644,220 million, ¥1,860,933 million and
¥1,239,255 million as of December 31, 2007, 2006 and 2005,
respectively, which mainly consist of cash and cash equivalents, time
deposits, marketable securities, investments and corporate properties,
are included in Corporate and Eliminations. |
|
(3) |
|
Segment information by geographic area is determined by the location
of the Company or its relevant subsidiary making the sale. The
segments are defined under Japanese GAAP. In grouping of segment
information by geographic area, Japanese GAAP requires that
consideration be given to geographic proximity, as well as
similarities of economic activities, interrelationships of business
activities and other similar factors. |
29
Foreign operations and foreign currency transactions
Canons marketing activities are performed by subsidiaries in various regions in local
currencies, while the cost of sales is generally in yen. Given Canons current operating structure,
appreciation of the yen has a negative impact on net sales and the gross profit ratio. To reduce
the financial risks from changes in foreign exchange rates, Canon utilizes derivative financial
instruments, which are comprised principally of forward currency exchange contracts.
The return on foreign operation sales is usually lower than that from domestic operations
because foreign operations consist mainly of marketing activities. Return on foreign operation
sales is calculated by dividing net income of foreign subsidiaries, after factoring in
consolidation adjustments between foreign subsidiaries, by net sales of foreign subsidiaries.
Marketing activities are generally less profitable than production activities, which are mainly
conducted by the Company and its domestic subsidiaries. The returns on foreign operation sales in
fiscal 2007, 2006 and 2005 were 4.0%, 3.7% and 3.0%, respectively. This compares with returns of
10.9%, 11.0% and 10.2% on consolidated operations for the respective years.
Recent developments
Canon Marketing Japan Inc. acquired shares of Argo 21 Corporation (listed on the Tokyo stock
exchange), which possesses an advanced IT solution business, through
a tender offer and it became a consolidated subsidiary as of
June 21, 2007. Subsequently, Canon Marketing Japan Inc.
acquired all of the remaining issued and outstanding shares of Argo 21 Corporation as of November
1, 2007 through a share exchange. With Argo 21 as a wholly-owned subsidiary, Canon Marketing Japan Inc.
aims to strengthen its IT solutions business. In conjunction with this transaction, Argo 21
Corporation has been delisted from the Tokyo stock exchange on
October 26, 2007.
Canon acquired shares of Tokki Corporation (listed on the JASDAQ stock exchange), which
possesses advanced display technology, through a tender offer and a third party allotment, and made
it into a consolidated subsidiary as of December 28, 2007. With
Tokki Corporation as a
subsidiary, Canon aims to accelerate the development of its display business.
On
February 27, 2008, Canon entered into a stock purchase agreement with Hitachi, Ltd.
(Hitachi) to acquire shares of Hitachi Displays, Ltd. (Hitachi Displays), a wholly-owned
subsidiary of Hitachi, with the aim of accelerating ongoing development of organic light-emitting
diode (OLED) displays, ensuring stable procurement of LCD panels and facilitating product
development. Under the terms of this agreement, the Company will acquire a 24.9% stake in Hitachi
Displays by March 31, 2008, pending regulatory approval.
As the next step, Canon plans to acquire additional Hitachi Displays shares and make Hitachi
Displays a Canon subsidiary.
B. Liquidity and capital resources
Cash and cash equivalents in fiscal 2007 decreased by ¥211,163 million to ¥944,463 million,
compared with ¥1,155,626 million in fiscal 2006 and ¥1,004,953 million in fiscal 2005. Canons cash
and cash equivalents are typically denominated both in Japanese yen and in U.S. dollar, with the
remainder denominated in foreign currencies except for the U.S. dollar.
Net cash provided by operating activities in fiscal 2007 increased by ¥144,028 million from
the previous year to ¥839,269 million, reflecting the growth in sales and increased cash proceeds
from sales, combined with an increase in net income. Cash flow from operating activities consisted
of the following key components: the major component of Canons cash inflow is cash received from
customers, while the major components of Canons cash outflow are payments for parts and materials,
selling, general and administrative expenses, and income taxes.
For fiscal 2007, cash inflow from cash received from customers increased, due to the increase
in net sales. This increase in cash inflow was within the range of the increase in net sales, as
there were no significant changes in Canons collection rates. Cash outflow for payments for parts
and materials also increased, as a result of an increase in net sales. However, this increase was
less than the increase in net sales, due to the effects of cost reductions. Cost reductions reflect
a decline in unit prices of parts and raw materials, as well as a streamlining of the process of
using these parts and materials through promoting efficiency in operations. Cash outflow for
payroll increased, due to an increase in the number of employees. The employees in the Asian region
increased, due to the expansion of production in the region. Cash outflow for payments for selling,
general and administrative expenses increased, but the increase was within the range of the
increase in net sales, due to cost-cutting efforts. Cash outflow for payments of income taxes
increased, due to the increase in taxable income.
Net cash used in investing activities in fiscal 2007 was ¥432,485 million, compared with
¥460,805 million in fiscal 2006 and ¥401,141 million in fiscal 2005, consisting primarily of
capital expenditures. Purchases of fixed assets in fiscal 2007 totaled ¥474,285 million, which was
used mainly to expand production capabilities in Japan and overseas and to strengthen the
Companys production-technology related infrastructure. As a result, free cash flow, or cash flow
from operating activities minus cash flow from investing activities, totaled ¥406,784 million for
fiscal 2007 as compared to ¥234,436 million for fiscal 2006.
Net cash used in financing activities totaled ¥604,383 million in fiscal 2007, mainly
resulting from the ¥450,000 million purchase of treasury stock with the aim of improving capital
efficiency and ensuring a flexible capital strategy and the dividend payout. The Company paid
dividends in fiscal 2007 of ¥110.00 per share, which was an increase of ¥26.67 per share over the
prior year (after adjusting for the effect of 3 for 2 stock split in 2006).
Canon seeks to meet its liquidity and capital requirements principally with cash flow from
operations. Consistent with this objective, Canon continued to reduce its reliance on external
funding for capital investments in favor of relying upon internally generated cash flows. This
approach is supplemented with group-wide treasury and cash management activities undertaken at the
parent company level. Canon believes that its working capital is sufficient for its present
requirements.
To the extent Canon relies on external funding for its liquidity and capital requirements, it
generally has access to various funding sources, including issuance of additional share capital,
long-term debt or short-term loans. While Canon has been able to obtain funding from its
traditional financing sources and from the capital markets, and believes it will continue to be
able to do so in the future, there can be no assurance that adverse economic or other conditions
will not affect Canons liquidity or long-term funding in the future.
Short-term loans (including current portion of long-term debt) amounted to ¥18,317 million at
December 31, 2007 compared to ¥15,362 million at December 31, 2006. Long-term debt (excluding
current portion) amounted to ¥8,680 million at December 31, 2007 compared to ¥15,789 million at
December 31, 2006.
Canons
long-term debt (excluding current portion) generally consists of lease
obligations.
In order to facilitate access to global capital markets, Canon obtains credit ratings from two
rating agencies; Moodys Investors Services, Inc. (Moodys) and Standard and Poors Rating
Services (S&P). In addition, Canon maintains a rating from Rating and Investment Information,
Inc. (R&I), a rating agency in Japan, for access to the Japanese capital market.
As of February 18, 2008, Canons debt ratings are: Moodys: Aa1 (long-term); S&P: AA
(long-term), A-1+ (short-term); and R&I: AA+ (long-term). Canon does not have any rating downgrade
triggers that would accelerate the maturity of a material amount of its debt. A downgrade in
Canons credit ratings or outlook could, however, increase the cost of its borrowings.
30
Capital expenditures (purchases of property, plant and equipment) in fiscal 2007 amounted to
¥428,549 million compared with ¥379,657 million in fiscal 2006 and ¥383,784 million in fiscal 2005.
In fiscal 2007, capital expenditures were mainly used to expand production capabilities in both
domestic and overseas regions, and to bolster the Companys production-technology related
infrastructure. In addition, Canon has been continually investing in tools and dies for business
machines, in which the amount invested is generally the same each year. For fiscal 2008, Canon
projects its capital expenditures will be approximately ¥440,000 million. The capital expenditures
include investments in new production plants and new facilities of Canon.
Employer contributions to Canons worldwide defined benefit pension plans were ¥21,720 million
in fiscal 2007, ¥44,981 million in fiscal 2006, ¥40,059 million in fiscal 2005. In addition,
employer contributions to Canons worldwide defined contribution pension plans were ¥10,262 million
in fiscal 2007, ¥6,233 million in fiscal 2006, and ¥4,878 million in fiscal 2005.
Working capital in fiscal 2007 decreased by ¥266,960 million, to ¥1,352,082 million, compared
with ¥1,619,042 million in fiscal 2006 and ¥1,379,941 million in fiscal 2005. This decrease was
primarily a result of a decrease in cash and cash equivalents. Canon believes its working capital
will be sufficient for its requirements for the foreseeable future. Canons capital requirements
are primarily dependent on managements business plans regarding the levels and timing of capital
expenditures and investments. The working capital ratio (ratio of current assets to current
liabilities) for fiscal 2007 was 2.08 compared to 2.39 for fiscal 2006 and 2.28 for fiscal 2005.
Return on assets (Net income divided by the average of total assets) was 10.8% in fiscal 2007,
compared to 10.6% in fiscal 2006 and 10.1% in fiscal 2005.
Return on stockholders equity (Net income divided by the average of total stockholders
equity) was 16.5% in fiscal 2007 compared with 16.3% in fiscal 2006 and 16.0% in fiscal 2005.
Debt to total assets ratio was 0.6%, 0.7% and 0.8% as of December 31, 2007, 2006 and 2005,
respectively. Canon had short-term loans and long-term debt of ¥26,997 million as of December 31,
2007, ¥31,151 million as of December 31, 2006 and ¥32,141 million as of December 31, 2005.
C. Research and development, patents and licenses
The fiscal year 2007 is the second year of Phase III (2006-2010) of the Excellent Global
Corporation Plan, which has an objective to realize Sound Growth toward Joining the Worlds Top
100 Companies.
|
|
|
Canon has established the following as key strategies: |
|
|
|
|
Realize an overwhelming No.1 position worldwide in all current core businesses, |
|
|
|
|
Expand operations through diversification and |
|
|
|
|
Identify new business domains and accumulate necessary technological capabilities. |
|
|
|
Canon is striving to achieve these strategies as follows: |
|
|
|
|
Realize an overwhelming No.1 position worldwide in all current core businesses:
Product R&D divisions will work together with the corporate R&D headquarters to
bolster product competitiveness through development of extremely superior
next-generation products. |
|
|
|
|
Expand operations through diversification: Canon is studying existing
technologies to expand business domains. Furthermore, Canon will continue to
develop various types of displays, such as Surface-conduction Electron-emitter
Display (SED) and Organic Light-Emitting Diode displays (OLED), in order to
realize cross-media imaging a sophisticated combination of imaging input
and output equipment for data, still images and video that allows users to
intuitively process images and information in any context in daily life or
industry. |
|
|
|
|
Identify new business domains and accumulate necessary technological
capabilities: Canon established a Strategic Committee for New Domains. As a
result of discussions in that committee, Canon targeted the medical sector and
intelligent robot industry as new business domains, and safety technology as
a common base technology, and recommended strengthening research and development
of related technologies. In addition, Canon is developing and strengthening
relationships with universities and other research institutes, such as Stanford
University, Kyoto University, Tokyo Institute of Technology and the National
Institute of Advanced Industrial Science and Technology, to carry on fundamental
research and develop cutting-edge technologies. |
Canon has utilized 3D-CAD systems for some time in boosting R&D efficiency to curtail product
development times and costs. Moreover, Canon enhanced and evolved its simulation, measurement, and
analysis technologies by introducing leading-edge facilities including one of Japans
highest-performance cluster computers. As such, Canon has succeeded in further reducing the need
for prototypes, dramatically lowering costs and shortening product development lead times.
Canon has R&D centers worldwide, and each of our R&D centers, with its expertise, is
collaborating with other centers to achieve synergies, and cultivating closer ties in fields
ranging from basic research to product development.
Canons consolidated R&D expenditures were ¥368,261 million in fiscal 2007, ¥308,307 million
in fiscal 2006 and ¥286,476 million in fiscal 2005. The ratios of R&D expenditure to the
consolidated total net sales for fiscal 2007, 2006 and 2005 were 8.2%, 7.4% and 7.6%, respectively.
Canon believes that new products protected by seminal patents will not easily allow
competitors to catch up with it, and will give it an advantage in establishing standards in the
market and industry. According to the United States patent annual list, which IFI CLAIMS® Patent
Services released, Canon obtained the third greatest number of private sector patents in 2007. This
achievement marks Canons sixteenth consecutive year as one of the top three patent-receiving
private-sector organizations.
31
D. Trend information
Though there is a slight sense of uncertainty regarding the future and global economies are
now confronted with factors heightening the risk of economic downturn such as financial market
confusion due to the subprime loan issue and the impacts of rising crude oil prices, Canon expects modest
economic growth to continue on the whole led by the high economic growth of the BRIC
countries. On the other hand, however, it is expected that competition will intensify and business
conditions for Canon will become increasingly severe.
In addressing those business and economic conditions, Canon views the current fiscal year,
the third year of Phase III (2006 to 2010) of our Excellent Global Corporation Plan, as a key
period for firmly positioning itself for achieving its 2010 objectives, and will actively work to
further strengthen and enhance its management base.
Toward that goal, Canon will focus on strengthening product development capabilities, the source
of competitiveness in all of its operations, introduce superior products to those of its
competitors, and achieve the real global No.1 market positions in all of its core businesses.
Additionally, Canon will work to lower its cost rate even further by automating production and moving
forward with efforts to produce more key parts in-house through measures like advancing the stable
adoption of automated assembly equipment, and by undertaking production and procurement innovation
activities. Additionally, regarding product quality, which is always the top concern of a
manufacturer, Canon will strategically undertake product quality innovation activities to augment its
ability to deliver safety, security, and satisfaction to our customers.
To enhance its future-oriented R&D, Canon will strengthen companywide strategic functions related
to R&D under an organizational structure starting form during the current fiscal year, and focus on
areas like technology development for future product and research on future technologies.
Canon will also accelerate the development of various kinds of displays to promptly establish the
display business because the development of new core businesses is essential for realizing sound
growth of its business.
Additionally, because compliance is a key requirement for Canon to continue to prosper as a
truly excellent global company, Canon will take measures that go beyond those Canon has taken in the
past to ensure that all executives and employees thoroughly understand and implement Canons
compliance practices.
Business machines segment
Office imaging products
In the office imaging products segment, it has become more important to provide added value in
the form of networking, integration, color printing, and multifunction models. Also, in addition to
the stable market for mid-segment office products, Canon expects that the market for higher-end
models and low-end multifunction models will expand. The market for color digital devices continued
to grow rapidly, and sales of monochrome digital MFDs were stable, reflecting the market trend
shifting from single-function to multifunction. Recently, there has been a new, printer-based multifunction printer (MFP)
market created by printer vendors as they seek to enter the copier and MFD market.
To maintain and enhance a competitive edge and to meet more sophisticated customer demands,
Canon is strengthening its marketing capabilities by reinforcing its hardware and software product
lineups and by improving functionality. In 2007, Canon strengthened the product lineups of its
color digital devices as well as its monochrome machines and maintained its market share by
executing business strategies in line with current market trends.
Computer peripheral products
In the Inkjet printer market, Canon expects a continuation of declines in market prices,
slowdown in market growth, and a shift from single-function printers
(SFP) to MFPs. To manage these trends, Canon launched new lineups of SFPs and MFPs
from flagship to entry models in order to expand its printer sales.
Canons laser beam printer business holds a strong position in the market. In the monochrome
laser beam printer market, Canon expects that the transition to a low price segment will expand
sales in the micro-business/home office market and in the emerging markets. In the color laser beam
printer market, Canon expects continued strong growth in demand. In general, competition will
become more intense as competitors implement aggressive price strategies in order to establish
themselves as market leaders. Canon seeks to remain competitive by developing technologies that can
be deployed in a timely fashion to produce innovative products in all segments. Canon is also
working to lower costs by automating production of consumables and to secure procurement of
essential parts through internal sourcing.
Although Canon expects that the size of the scanner market will continue to contract, the
Cano Scan 8800F which is based on CCD technology and the Canon Scan LiDE 90 incorporating
Contact Image Sensor technology were both introduced in fiscal 2007 in order to increase Canons
share of this market.
Business information products
As for document scanners, adoptions of internal information management systems by
corporations, and other factors are driving a worldwide movement to digitize documents and the
market for low-priced, compact scanners continued to expand. Under these circumstances, as for the DR
Scanner Series, Canon introduced the compact, affordable image FORMULA DR-2510C in Japan and the
ScanFront 220P, which is capable of distributing scanned images over a network, in Japan and
overseas, and worked to expand sales of these products. As a result, sales have steadily increased
in fiscal 2007.
With regard to servers and personal computers, demand from corporate clients in the Japanese
market held steady in fiscal 2007, but a decline in sales was caused by Canons change in marketing
strategy from selling single products to a solutions business involving combinations of various
products. This trend is expected to continue in fiscal 2008.
32
Cameras segment
The entire digital camera market continues to expand. While the growth rate has slowed in
Japan and the United States, emerging markets, especially China and Eastern Europe, have
experienced strong growth. In addition, the emergence of digital imaging systems has contributed to
this growth as well, such as PC-free direct printing systems, by expanding the digital imaging
functionality through network connectivity, along with the improvement of the user-friendly image
processing interfaces and software.
The digital camera industry is seeing growth on various fronts. As with most other digital
consumer electronics, the digital camera market is now confronted with a fierce price war and
intensified technological competition in terms of picture quality and functions. Profit margins
have been shrinking for the overall industry, but Canon has been able to maintain higher margins
through reforms of its production and procurement systems.
Canon expects the market for compact digital cameras to expand in the intermediate term.
However, profit margins for the overall industry are moving lower as prices fall and competition
increases. Therefore, Canon seeks to continue cutting production costs while expanding sales
volumes.
There are signs of rapid growth in the market for compact photo printers, which present a new
business opportunity. By creating a strong product line, over the mid-term Canon believes that it
will be able to take a significant role in this market and turn the compact photo printer business
into a new earnings source for Canon.
Canon believes that it played a major role in the continued expansion of the digital SLR
market in fiscal 2007. This market is expected to continue growing for the time being. Canon
expects the interchangeable lens market to grow as a result of the rapid market penetration of
digital SLR cameras. Canon aims to expand its sales and market share by introducing the most
suitable products for the digital SLR camera users, including products with Image Stabilizer
capability.
For video camcorders, the market has recently switched entirely over to digital. Against this
background, two trends have been conspicuous in the market. First is the diversity of recording
media for video cameras, including DVD, HDD, SD cards and other new forms of media. Second is the
trend towards higher picture quality using high-resolution recording methods such as HDV and AVCHD.
Canon believes that these two trends will lead to higher picture quality of video camcorders with
longer battery life, and will likely contribute to further growth for the overall digital video
market.
Canon will seek continued sales growth with a stronger product line while investing in
research and development in order to better respond to new market trends.
Canon expects that the market for business-use liquid crystal projectors will continue to grow
by about 10% per year on a unit basis, while market prices will continue to decline, resulting in
almost no sales growth. Especially in the low-end segment, sales are expected to decline, despite
an increase in units sold. On the other side, unit prices of high resolution and high luminosity
models are relatively stable and unit sales and sales in value terms are both expected to grow.
In these market conditions, Canon believes that its high-resolution and high luminosity
projectors have been very well received by professionals such as system integrators. Canon plans to
continue to develop distinctive, value-added products by further improving picture quality,
resolution, luminosity and system expandability with Canons proprietary AISYS technology and LCOS.
Optical and other products segment
In the semiconductor-production equipment industry, equipment manufacturers must provide high
quality products corresponding to rapid technology progress. Canon will continue to focus on
developing new products which adopt leading-edge technologies, such as immersion exposure
technology and ultra precision processing and measurement technology.
In the LCD production mask aligner market, Canon will seek to strengthen its technical
capabilities to meet the recent trend toward larger glass-substrates due to the increasing demand
for larger LCD televisions.
In addition, Canon will continue to make distinctive products enabling high resolution and
high productivity.
In the TV lens market, demand for HDTV, which has grown in the United States and Japan, is now
growing in Europe as well. In particular, there has been increased demand for lenses used for
broadcasting sporting events and for producing dramas and documentaries. Canon also expects to see
new worldwide replacement demand thanks to greater progress in digitalization. At the same time,
there have been signs of expanded HDTV applications by the media. While Canon already has a major
market share worldwide for this class of lenses, it intends to continue to strengthen its position in
this market.
The large format printer market unit sales and sales in value terms have experienced
stable growth of 10% every year. Canons sales growth in this market is much higher than average growth
in the market and our market share has expanded every year. Unit price in the market has been
stable in recent years. Canon has been able to incur lower costs of production and improve inventory
turnover by expanding its market share and achieving economics of scale that improve its
profitability.
E. Off-balance sheet arrangements
As part of its ongoing business, Canon does not participate in transactions that generate
relationships with unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes.
Canon provides guarantees for bank loans of its employees, affiliates and other companies.
Canon would have to perform under a guarantee if the borrower defaults on a payment within the
contract periods of 1 year to 30 years in the case of employees with housing loans, and of 1 year
to 10 years in the case of affiliates and other companies. The maximum amount of undiscounted
payments Canon would have had to make in the event of default by all borrowers was ¥27,946 million
at December 31, 2007. The carrying amounts of the liabilities recognized for Canons obligations as
a guarantor under those guarantees were insignificant.
33
F. Contractual obligations
The following summarizes Canons contractual obligations at December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Period |
|
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
More than |
|
|
|
Total |
|
|
1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
5 years |
|
Contractual obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Lease Obligations |
|
¥ |
10,988 |
|
|
¥ |
4,651 |
|
|
¥ |
5,055 |
|
|
¥ |
1,268 |
|
|
¥ |
14 |
|
Other Long-Term Debt |
|
|
13,121 |
|
|
|
10,778 |
|
|
|
1,443 |
|
|
|
691 |
|
|
|
209 |
|
Operating Lease Obligations |
|
|
57,401 |
|
|
|
16,365 |
|
|
|
20,019 |
|
|
|
9,736 |
|
|
|
11,281 |
|
Purchase commitments for : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, Plant and Equipment |
|
|
117,119 |
|
|
|
117,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Parts and Raw Materials |
|
|
91,882 |
|
|
|
91,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
290,511 |
|
|
¥ |
240,795 |
|
|
¥ |
26,517 |
|
|
¥ |
11,695 |
|
|
¥ |
11,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
The table does not include provisions for uncertain tax positions and related accrued interest and
penalties, as the specific timing of future payments related to these obligations cannot be
projected with reasonable certainty. See Note 13, Income Taxes in the Notes to Consolidated
Financial Statements for further details.
Canon provides warranties of generally less than one year against defects in materials and
workmanship on most of its consumer products. Estimated product warranty related costs are
established at the time revenue is recognized and is included in selling, general and
administrative expenses. Estimates for accrued product warranty cost are primarily based on
historical experience, and are affected by ongoing product failure rates, specific product class
failures outside of the baseline experience, material usage and service delivery costs incurred in
correcting a product failure. As of December 31, 2007, accrued product warranty costs amounted to
¥20,138 million.
At December 31, 2007, commitments outstanding for the purchase of property, plant and equipment
were approximately ¥117,119 million, and commitments outstanding for the purchase of parts and raw
materials were approximately ¥91,882 million, both for use in the ordinary course of its business. Canon
anticipates that funds needed to fulfill these commitments will be generated internally through
operations.
During fiscal 2008, Canon expects to contribute ¥13,699 million to its Japanese defined benefit
pension plans and ¥4,409 million to its foreign defined benefit pension plans.
Canons management believes that current financial resources, cash generated from operations and
Canons potential capacity for additional debt and/or equity financing will be sufficient to fund
current and future capital requirements.
34
Item 6. Directors, Senior Management and Employees
A. Directors and senior management
Directors
and corporate auditors of the Company as of March 28, 2008 and their respective
business experience are listed below.
|
|
|
|
|
|
|
Name |
|
Position |
|
Date of |
|
Business experience |
(Date of birth) |
|
(Group executive/function) |
|
commencement |
|
(*current position/function) |
Fujio Mitarai
|
|
Chairman & CEO
|
|
4/1961
|
|
Entered the Company |
(Sept. 23, 1935)
|
|
|
|
1/1979
|
|
President of Canon U.S.A., Inc. |
|
|
|
|
3/1981
|
|
Director |
|
|
|
|
3/1985
|
|
Managing Director |
|
|
|
|
1/1989
|
|
In charge of HQ administration |
|
|
|
|
3/1989
|
|
Senior Managing Director |
|
|
|
|
3/1993
|
|
Executive Vice President |
|
|
|
|
9/1995
|
|
President & CEO |
|
|
|
|
3/2006
|
|
Chairman of the Board & President & CEO |
|
|
|
|
5/2006
|
|
Chairman & CEO* |
|
|
|
|
|
|
|
Tsuneji Uchida
|
|
President & COO
|
|
4/1965
|
|
Entered the Company |
(Oct. 30, 1941)
|
|
|
|
4/1995
|
|
Group Executive of Lens Products Group |
|
|
|
|
3/1997
|
|
Director |
|
|
|
|
4/1997
|
|
Deputy Chief Executive of Camera Operations HQ
Group Executive of Photo Products Group |
|
|
|
|
4/1999
|
|
Chief Executive of Camera Operations HQ |
|
|
|
|
7/1999
|
|
In charge of promotion of digital photo business |
|
|
|
|
1/2000
|
|
In charge of promotion of digital photo home business |
|
|
|
|
1/2001
|
|
Chief Executive of Image Communications Products HQ |
|
|
|
|
3/2001
|
|
Managing Director |
|
|
|
|
3/2003
|
|
Senior Managing Director |
|
|
|
|
3/2006
|
|
Executive Vice President |
|
|
|
|
5/2006
|
|
President & COO * |
|
|
|
|
|
|
|
Toshizo Tanaka
|
|
Executive Vice President
|
|
4/1964
|
|
Entered the Company |
(Oct. 8, 1940)
|
|
(Group
Executive of Policy and Economy Research HQ)
|
|
1/1992
|
|
Deputy Group Executive of Finance & Accounting HQ |
|
|
|
3/1995
|
|
Director |
|
|
|
|
4/1995
|
|
Group Executive of Finance & Accounting HQ |
|
|
|
|
3/1997
|
|
Managing Director |
|
|
|
|
3/2001
|
|
Senior Managing Director |
|
|
|
|
1/2007
|
|
Group Executive of Policy and Economy Research HQ* |
|
|
|
|
3/2007
|
|
Executive Vice President* |
|
|
|
|
|
|
|
Nobuyoshi Tanaka
|
|
Senior Managing Director
|
|
4/1970
|
|
Entered the Company |
(Dec. 23, 1945)
|
|
(Group Executive of Corporate
Intellectual Property & Legal HQ)
|
|
1/1991
|
|
Senior General Manager of Semiconductor Production
Equipment Development Center |
|
|
|
|
3/1993
|
|
Director |
|
|
|
|
4/1993
|
|
Chief Executive of Optical Products HQ |
|
|
|
|
4/1999
|
|
Group Executive of Corporate Intellectual Property & Legal HQ* |
|
|
|
|
3/2001
|
|
Managing Director |
|
|
|
|
3/2006
|
|
Senior Managing Director* |
|
|
|
|
|
|
|
Junji Ichikawa
|
|
Senior Managing Director
|
|
4/1965
|
|
Entered Shiba Electronics Co., Ltd. |
(Feb. 9, 1943)
|
|
(Chief Executive of Optical Products HQ)
|
|
1/1970
|
|
Entered the Company |
|
|
|
4/1994
|
|
Group Executive of Peripheral Group 1 |
|
|
|
|
3/1997
|
|
Director |
|
|
|
|
4/1997
|
|
Deputy Chief Executive of Peripheral Products HQ |
|
|
|
|
4/2000
|
|
Chief Executive of Peripheral Products HQ |
|
|
|
|
3/2001
|
|
Managing Director |
|
|
|
|
4/2003
|
|
Group Executive of Production Management HQ |
|
|
|
|
4/2004
|
|
Chief Executive of Optical Products HQ* |
|
|
|
|
3/2006
|
|
Senior Managing Director* |
|
|
|
|
|
|
|
Akiyoshi Moroe
|
|
Senior Managing Director
|
|
4/1968
|
|
Entered the Company |
(Sept. 28, 1944)
|
|
(Group Executive of External
Relations HQ, Group Executive of
General
Affairs HQ, Group Executive of
Human Resource Management &
Organization HQ)
|
|
7/1996
|
|
Deputy Group of Executive of Human Resource
Management & Organization HQ |
|
|
|
3/1999
|
|
Director |
|
|
|
4/1999
|
|
Group Executive of General Affairs HQ |
|
|
|
10/2000 |
|
Group Executive of Information & Communications Systems HQ |
|
|
|
|
3/2003
|
|
Managing Director |
|
|
|
|
5/2006
|
|
Group Executive of External Relations HQ* |
|
|
|
|
4/2007
|
|
Group Executive of Human Resource Management & Organization
HQ* |
|
|
|
|
3/2008
|
|
Senior Managing Director * |
|
|
|
|
|
|
Group
Executive of General Affairs HQ * |
|
|
|
|
|
|
|
Kunio Watanabe
|
|
Senior Managing Director
|
|
4/1969
|
|
Entered the Company |
(Oct. 3, 1944)
|
|
(Group Executive of Corporate
Planning & Development
HQ, Deputy Group Executive of
Policy and Economy Research HQ)
|
|
4/1995
|
|
Group
Executive of Corporate Planning & Development HQ* |
|
|
|
3/1999
|
|
Director |
|
|
|
3/2003
|
|
Managing Director |
|
|
|
1/2007
|
|
Deputy Group Executive of Policy and Economy Research HQ* |
|
|
|
|
3/2008
|
|
Senior Managing Director* |
|
|
|
|
|
|
|
Yoroku Adachi
|
|
Managing Director
|
|
4/1970
|
|
Entered the Company |
(Jan. 11, 1948)
|
|
|
|
3/2001
|
|
Chairman of Canon Singapore Pte. Ltd.
Chairman of Canon Hong Kong Co., Ltd.
Director |
|
|
|
|
4/2003
|
|
President of Canon (China) Co., Ltd. |
|
|
|
|
3/2005
|
|
Managing Director * |
|
|
|
|
4/2005
|
|
President of Canon U.S.A., Inc.* |
|
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35
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|
Name |
|
Position |
|
Date of |
|
Business experience |
(Date of birth) |
|
(Group executive/function) |
|
commencement |
|
(*current position/function) |
Yasuo Mitsuhashi
|
|
Managing Director
|
|
4/1974
|
|
Entered the Company |
(Nov. 23, 1949)
|
|
(Chief Executive of Peripheral Products HQ)
|
|
2/2001
|
|
Chief Executive of Chemical Products HQ |
|
|
|
3/2001
|
|
Director |
|
|
|
|
4/2003
|
|
Chief Executive of Peripheral Products HQ* |
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|
|
3/2005
|
|
Managing Director * |
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|
|
|
|
|
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Tomonori Iwashita
|
|
Managing Director
|
|
4/1972
|
|
Entered the Company |
(Jan. 28, 1949)
|
|
(Group Executive of Environment HQ,
Group Executive of Quality
Management HQ)
|
|
4/1999
|
|
Senior General Manager of Camera Development Center |
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|
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1/2001
|
|
Group Executive of Photo Products Group |
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|
|
3/2003
|
|
Director |
|
|
|
|
4/2003
|
|
Deputy Chief Executive of Image Communication Products HQ |
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|
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4/2006
|
|
Chief Executive of Image Communication Products HQ |
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|
|
3/2007
|
|
Managing Director*
Group Executive of Global Environment Promotion HQ |
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4/2007
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Group Executive of Quality Management HQ * |
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1/2008
|
|
Group Executive of Environment HQ* |
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Masahiro Osawa
|
|
Managing Director
|
|
4/1971
|
|
Entered the Company |
(May 26, 1947)
|
|
(Group Executive of Finance
& Accounting HQ)
|
|
7/1997
|
|
Vice President of Canon U.S.A., Inc. |
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|
|
2/2003
|
|
Senior Vice President of Canon U.S.A., Inc. |
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|
|
|
7/2003
|
|
Deputy Group Executive of Finance & Accounting HQ |
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|
|
|
3/2004
|
|
Director |
|
|
|
|
4/2004
|
|
Group Executive of Global Procurement HQ |
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|
|
|
3/2007
|
|
Managing Director* |
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|
4/2007
|
|
Group Executive of Finance & Accounting HQ* |
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|
|
|
|
|
|
Shigeyuki Matsumoto
|
|
Managing Director
|
|
4/1977
|
|
Entered the Company |
(Nov. 15, 1950)
|
|
(Group Executive of Device
Technology Development HQ)
|
|
1/2002
|
|
Group Executive of Device Technology Development HQ* |
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|
|
3/2004
|
|
Director |
|
|
|
|
3/2007
|
|
Managing Director* |
|
|
|
|
|
|
|
Katsuichi Shimizu
|
|
Managing Director
|
|
4/1970
|
|
Entered the Company |
(Nov. 13, 1946)
|
|
(Chief Executive of Inkjet Products HQ)
|
|
4/2001
|
|
Deputy Chief Executive of Office Imaging Products HQ |
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|
|
|
3/2003
|
|
Director |
|
|
|
|
4/2003
|
|
Chief Executive of Inkjet Products HQ* |
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|
|
|
3/2008
|
|
Managing Director* |
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|
|
|
|
|
|
Ryoichi Bamba
|
|
Managing Director
|
|
4/1972
|
|
Entered the Company |
(Nov. 25, 1946)
|
|
|
|
4/1998
|
|
Senior Vice President of Canon U.S.A., Inc. |
|
|
|
|
2/2003
|
|
Executive Vice President of Canon U.S.A., Inc. |
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|
|
|
3/2003
|
|
Director |
|
|
|
|
2/2008
|
|
President of Canon Europa N.V.* |
|
|
|
|
3/2008
|
|
Managing Director* |
|
|
|
|
|
|
|
Toshio Honma
|
|
Managing Director
|
|
4/1972
|
|
Entered the Company |
(Mar. 10, 1949)
|
|
(Chief Executive of L Printer
Products HQ)
|
|
4/2001
|
|
Deputy Chief Executive of i Printer Products HQ |
|
|
|
|
3/2003
|
|
Director |
|
|
|
|
4/2003
|
|
Group Executive of Business Promotion HQ |
|
|
|
|
7/2003
|
|
Group Executive of L Printer Business Promotion HQ |
|
|
|
|
1/2007
|
|
Chief Executive of L Printer Products HQ* |
|
|
|
|
3/2008
|
|
Managing Director* |
|
|
|
|
|
|
|
Masaki Nakaoka
|
|
Managing Director
|
|
4/1975
|
|
Entered the Company |
(Jan. 3, 1950)
|
|
(Chief Executive of Office
Imaging Products HQ)
|
|
1/1997
|
|
Senior General Manager of Office Imaging Products
Development Center 1 |
|
|
|
|
4/1999
|
|
Group Executive of Office Imaging Products Group 1 |
|
|
|
|
4/2001
|
|
Deputy Chief Executive of Office Imaging Products HQ |
|
|
|
|
3/2004
|
|
Director |
|
|
|
|
4/2005
|
|
Chief Executive of Office Imaging Products HQ* |
|
|
|
|
3/2008
|
|
Managing Director* |
|
|
|
|
|
|
|
Haruhisa Honda
|
|
Managing Director
|
|
4/1974
|
|
Entered the Company |
(Oct. 14, 1948)
|
|
(Group Executive of
Production Engineering HQ)
|
|
4/1995
|
|
Senior General Manager of Cartridge Development Center |
|
|
|
3/2004
|
|
Director |
|
|
|
|
4/2004
|
|
Chief Executive of Chemical Products Operations |
|
|
|
|
3/2007
|
|
Group Executive of Production Engineering HQ* |
|
|
|
|
3/2008
|
|
Managing Director* |
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
Name |
|
Position |
|
Date of |
|
Business experience |
(Date of birth) |
|
(Group executive/function) |
|
commencement |
|
(*current position/function) |
Shunichi Uzawa
|
|
Director
|
|
8/1978
|
|
Entered the Company |
(Jan. 26, 1949)
|
|
(Group Executive of Core
Technology Development
HQ)
|
|
1/1998
|
|
Senior General Manager of Nano-technology Research Center |
|
|
|
4/2001
|
|
Deputy Group Executive of Display Development HQ |
|
|
|
|
3/2004
|
|
Director* |
|
|
|
|
4/2004
|
|
Group Executive of SED Development HQ |
|
|
|
|
10/2004 |
|
President of SED Inc. |
|
|
|
|
1/2006
|
|
Group Executive of Core Technology (koa tekunoroji) Development HQ |
|
|
|
|
1/2008
|
|
Group Executive of Core Technology (kiban gijutsu) Development HQ* |
|
|
|
|
|
|
|
Toshiyuki Komatsu
|
|
Director
|
|
4/1972
|
|
Entered the Company |
(Jan. 19, 1950)
|
|
(Group Executive of
Technology Frontier
Research
HQ)
|
|
1/1998
|
|
Senior General Manager of Canon Research Center |
|
|
|
1/2000
|
|
Deputy Group Executive of Core Technology Development HQ |
|
|
|
|
3/2004
|
|
Director* |
|
|
|
|
4/2004
|
|
Group
Executive of Leading-Edge Technology Research HQ |
|
|
|
|
7/2005
|
|
Group Executive of Core Technology Development HQ |
|
|
|
|
1/2008
|
|
Group Executive of Technology Frontier Research HQ* |
|
|
|
|
|
|
|
Tetsuro Tahara
|
|
Director
|
|
4/1971
|
|
Entered the Company |
(Jan. 31, 1949)
|
|
(Group Executive of Global
Manufacturing & Logistics
HQ)
|
|
4/1999
|
|
Senior General Manager of Office Imaging Products
Production Management Center |
|
|
|
|
4/2002
|
|
Deputy Chief Executive of Office Imaging Products HQ |
|
|
|
|
4/2003
|
|
President of Canon (Suzhou) Inc. |
|
|
|
|
3/2006
|
|
Director* |
|
|
|
|
4/2006
|
|
Group Executive of Global Manufacturing & Logistics HQ* |
|
|
|
|
|
|
|
Seijiro Sekine
|
|
Director
|
|
4/1972
|
|
Entered the Company |
(Oct. 20, 1948)
|
|
(Group Executive of
Information &
Communication Systems HQ)
|
|
4/1995
|
|
General Manager of Business Information Systems Division |
|
|
|
1/2001
|
|
Deputy Group Executive of Information & Communication Systems HQ |
|
|
|
|
10/2004 |
|
Group Executive of Logistics HQ |
|
|
|
|
3/2006
|
|
Director* |
|
|
|
|
4/2006
|
|
Group Executive of Information & Communication Systems HQ,
Deputy Group Executive of Global Manufacturing & Logistics HQ |
|
|
|
|
1/2007
|
|
Group Executive of Information & Communication Systems HQ* |
|
|
|
|
|
|
|
Shunji Onda (Mar. 13, 1950)
|
|
Director
(Group Executive of Global
Procurement HQ)
|
|
4/1972
|
|
Entered Canon Sales Co., Inc.
(renamed Canon Marketing Japan Inc.) |
|
|
|
7/1980
|
|
Entered the Company |
|
|
|
|
1/1999
|
|
General Manager of Peripheral Products Chief Executive Office |
|
|
|
|
1/2002
|
|
General Manager of Finance Division |
|
|
|
|
4/2004
|
|
Senior General Manager of Optical Products Business Administration Center |
|
|
|
|
3/2006
|
|
Director* |
|
|
|
|
4/2006
|
|
Deputy Group Executive of Finance & Accounting HQ |
|
|
|
|
4/2007
|
|
Group Executive of Global Procurement HQ* |
|
|
|
|
|
|
|
Kazunori Fukuma
|
|
Director
|
|
4/1972
|
|
Entered Toshiba Corporation |
(Feb. 24, 1950)
|
|
|
|
6/2005
|
|
Executive Officer & Corporate Vice President of Toshiba Corporation |
|
|
|
|
1/2006
|
|
President of SED Inc.* |
|
|
|
|
1/2007
|
|
Entered the Company |
|
|
|
|
3/2007
|
|
Director* |
|
|
|
|
|
|
|
Hideki Ozawa (Apr. 28, 1950)
|
|
Director
|
|
4/1973
|
|
Entered Canon Sales Co., Inc.
(renamed Canon Marketing Japan Inc.) |
|
|
|
|
7/1980
|
|
Entered the Company |
|
|
|
|
4/2004
|
|
President of Canon Singapore Pte. Ltd. |
|
|
|
|
4/2005
|
|
President of Canon (China) Co.,Ltd.* |
|
|
|
|
3/2007
|
|
Director* |
|
|
|
|
|
|
|
Masaya Maeda
|
|
Director
|
|
4/1975
|
|
Entered the Company |
(Oct. 17, 1952)
|
|
(Chief Executive of Image
Communications Products
HQ)
|
|
1/2002
|
|
Senior General Manager of Digital Consumer Products
Development Center of Toshiba Corporation |
|
|
|
7/2003
|
|
Deputy Group Executive of Digital Imaging Business Group |
|
|
|
|
1/2006
|
|
Group Executive of Digital Imaging Business Group |
|
|
|
|
3/2007
|
|
Director* |
|
|
|
|
4/2007
|
|
Chief Executive of Image Communications Products HQ* |
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
Name |
|
Position |
|
Date of |
|
Business experience |
(Date of birth) |
|
(Group executive/function) |
|
commencement |
|
(*current position/function) |
Keijiro Yamazaki
|
|
Corporate Auditor
|
|
4/1971
|
|
Entered the Company |
(Oct. 14, 1948)
|
|
|
|
4/1999
|
|
General Manager of Human Resource Management & Organization Div. |
|
|
|
|
1/2000
|
|
Deputy Group Executive of Human Resource Management & Organization HQ |
|
|
|
|
3/2004
|
|
Director |
|
|
|
|
4/2004
|
|
Group Executive of Information & Communications Systems HQ |
|
|
|
|
3/2006
|
|
Group Executive of Human Resource Management & Organization HQ |
|
|
|
|
4/2007
|
|
Group Executive of General Affairs HQ |
|
|
|
|
3/2008
|
|
Corporate Auditor * |
|
|
|
|
|
|
|
Kunihiro Nagata
|
|
Corporate Auditor
|
|
4/1970
|
|
Entered the Company |
(Mar.16, 1948)
|
|
|
|
1/1991
|
|
General Manager of Business Machines Accounting Dept. |
|
|
|
|
4/1995
|
|
Senior General Manager of Business Machines Accounting &
Production Planning Center |
|
|
|
|
10/2000 |
|
General Manager of Corporate Planning Division |
|
|
|
|
1/2003
|
|
Deputy Group Executive of Corporate Strategy Development HQ |
|
|
|
|
3/2004
|
|
Corporate Auditor * |
|
|
|
|
|
|
|
Tadashi Ohe
|
|
Corporate Auditor
|
|
4/1969
|
|
Registration as a lawyer* |
(May 20, 1944)
|
|
|
|
4/1989
|
|
Instructor of Judicial Research and Training Institute |
|
|
|
|
3/1994
|
|
Corporate Auditor * |
|
|
|
|
|
|
|
Yoshinobu Shimizu
|
|
Corporate Auditor
|
|
3/1973
|
|
Registered as Certified Public Accountant* |
(Oct. 26, 1944)
|
|
|
|
6/1990
|
|
Representative Partner of Showa Ota & Co. |
|
|
|
|
5/2002
|
|
Deputy Chief Executive Officer of Century Ota Showa & Co.
(renamed Ernst & Young ShinNihon) |
|
|
|
|
3/2006
|
|
Corporate Auditor * |
|
|
|
|
|
|
|
Minoru Shishikura
|
|
Corporate Auditor
|
|
4/1976
|
|
Entered The Dai-Ichi Mutual Life Insurance Co. |
(Sept. 13, 1953)
|
|
|
|
4/1998
|
|
General Manager of Metropolitan Corporate Loan Dept. of
The Dai-Ichi Mutual Life Insurance Co. |
|
|
|
|
4/2000
|
|
General Manager of Loan Department of The Dai-Ichi Mutual Life
Insurance Co. |
|
|
|
|
4/2002
|
|
General Manager of Credit Department of The Dai-Ichi
Mutual Life Insurance Co. |
|
|
|
|
3/2006
|
|
Corporate Auditor* |
|
|
|
|
|
|
|
Term
All directors and corporate auditors are elected by the shareholders at their general meeting.
The term of office of directors is one year. The current term of all directors expires in
March 2009. The term of office of corporate auditors is four years. The current term for
Mr.Yamazaki and Mr. Nagata expires in March 2012, while the current terms for Mr. Ohe, who was elected
in the general meeting of shareholders in March 2007, expires in
March 2011, and the current term for
Mr. Shimizu and Mr. Shishikura, who were elected in the general meeting of shareholders in March
2006, expires in March 2010.
Board members and corporate auditors may serve any number of consecutive terms.
There is no arrangement or understanding between any director or corporate auditor and any
major shareholder, customer, supplier or other material stakeholders in connection with the
selection of such director or corporate auditor.
Board of Directors and Corporate Auditors
The Companys articles of incorporation provide for a board of directors of not more than 30
members and for not more than five corporate auditors. Currently the number of board members is 25
and the number of corporate auditors is five. There is no maximum age limit for members of the
board. Board members and corporate auditors may be removed from office at any time by a resolution
of a general meeting of shareholders.
The board of directors has ultimate responsibility for the administration of the Companys
affairs. By resolution, the board of directors designates, from among its members, representative
directors, who have authority individually to represent the Company generally in the conduct of its
affairs.
Under the Corporation Law of Japan, board members must refrain from engaging in any business
competing with the Company unless approved by a board resolution, and no board member may vote on a
proposal, arrangement or contract in which that board member is
deemed to be materially interested.
The Corporation Law of Japan requires a resolution of the board of directors for a company to
acquire or dispose of material assets, to borrow substantial amounts of money, to employ or
discharge important employees such as corporate officers, and to establish, change or abolish
material corporate organizations such as a branch office.
The corporate auditors are not required to be certified public accountants, although Mr.
Shimizu is a certified public accountant. At least half of the corporate auditors must be persons
who have not been either board members or employees of the Company or any of its subsidiaries. A
corporate auditor may not at the same time be a board member or an employee of the Company or any
of its subsidiaries. The corporate auditors have the statutory duty of examining the Companys
financial statements and the Companys business reports to be submitted annually by the board of
directors at the general meetings of shareholders and of reporting their opinions to the
shareholders. They also have the statutory duty of supervising the administration by the board
members of the Companys affairs. They shall participate in the meetings of the board of directors
but are not entitled to vote.
38
The corporate auditors constitute the board of corporate auditors. Under the Corporation Law of
Japan, the board of corporate auditors has a statutory duty to prepare and submit its audit report
to the board of directors each year. A corporate auditor may note an opinion in the auditor report
if a corporate auditors opinion is different from the opinion expressed in the audit report. The
board of corporate auditors is empowered to establish audit principles, the method of examination
by corporate auditors of the Companys affairs and financial position and other matters concerning
the performance of the corporate auditors duties. The Company does not have an audit committee.
The amount of remuneration payable to the Companys board members as a group and that of the
Companys corporate auditors as a group in respect of a fiscal year is subject to approval by a
general meeting of shareholders. Within those authorized amounts, the compensation for each board
member and corporate auditor is determined by the board of directors and a consultation of the
corporate auditors, respectively. The Company does not have a remuneration committee.
In fiscal 2004, Canon established a standing committee, the Internal Control Committee, with
the president appointed as chairman of the group. The Internal Control Committee has built a highly
effective internal control system unique to the Canon group, which not only serves to ensure the
reliability of the Companys financial reporting, but also aims to ensure the effectiveness and
efficiency of its business operations, as well as compliance with related laws, regulations, and
internal controls.
Additionally, in fiscal 2005, the Disclosure Committee was established with the president
appointed as chairman. This committee was formed to ensure that Canon is not only in compliance
with applicable laws, rules and regulations, but also to ensure that information disclosed to
shareholders and capital markets is both correct and comprehensive.
Introduction of an Executive Officer System
At a Board of Directors meeting held on January 30, 2008, Canon resolved to introduce an Executive Officer System effective April 1, 2008. Executive Officers are appointed and discharged by the Board of Directors and have a term of office of one year. The number of Executive Officers has initially been set at eight. Taking into consideration growth in the scope of its business activities, Canon recognizes the need to bolster its management execution structure.
By appointing executive officers to manage specific business areas,
the Company is endeavoring to realize more flexible and efficient
management operations. To this end, Canon will gradually increase the
number of Executive Officers with an objective of further solidifying its management systems.
B. Compensation
In the fiscal year ended December 31, 2007, the Company paid approximately ¥1,782 million, in
total to directors and corporate auditors. This amount includes bonuses but excludes retirement
allowances.
Directors and corporate auditors are not covered by the Companys retirement program. However,
in accordance with customary Japanese business practices, directors and corporate auditors receive
lump-sum retirement benefits, subject to shareholder approval. The Company paid retirement benefits
aggregating ¥68 million to two directors during the fiscal year ended December 31, 2007.
The
Company has one stock option (share option) plan.
This plan was approved at the meeting of the Board of Directors in accordance with the Ordinary
General Meeting of Shareholders for the 107th Business Term of the Company, pursuant to Articles 236,
238 and 239 of the Corporation Law of Japan, both held on March 28, 2008.
Under and pursuant to this plan, share options will be issued as stock options to the
Companys directors, executive officers and
senior employees.
The
following is the detail of the Companys stock option plan.
1. Purpose
of Share Options
Share options will be issued to the Companys directors, executive officers and senior employees
for the purpose of further enhancing their motivation and morale to improve
the Companys performance, with a view to long-term improvement of its corporate value.
2. Grantees of Share Options
The
Companys directors, 8 executive officers, and 30 senior employees
who are entrusted with important functions.
3. Number of Share Options
The
number of share options that the Board of Directors authorized to issue is 5,920.
4. Cash Payment for Share Options
No cash payment will be required for the share options.
5. Features of Share Options
The features of share options will be as follows:
(1) Number of Shares acquired upon Exercise of a Share Option
The number of shares acquired upon Exercise of one share option (the Allotted Number of
Shares) is 100 common shares, and the total number of shares to be
delivered due to the exercise of share options is 592,000
common shares.
However, if the Company effects a share split (including allotment of common shares without
compensation; this inclusion being applicable below) or a share consolidation after the date of the
allotment of the share options, the Allotted Number of Shares will be adjusted by the following
calculation formula:
Allotted Number of Shares after Adjustment
= Allotted
Number of Shares before Adjustment × Ratio of Share Splitting or Share Consolidation.
Such adjustment will be made only with respect to the number of issued share options that have not
then been exercised, and any fractional number of less than one share resulting from such
adjustment will be rounded off.
39
(2) Amount to Be Contributed upon Exercise of Share Options
The amount to be contributed upon the exercise of each share option will be the amount
obtained by multiplying the amount to be paid in for one share (the Exercise Price) to be
delivered upon the exercise of a share option by the Allotted Number of Shares. The Exercise Price
will be the product of the multiplication of 1.05 and the closing price of one common share of the
Company in ordinary trading at the Tokyo Stock Exchange as of the date of allotment of the share
options (or if no trade is made on such date, the date immediately preceding the date on which such
ordinary shares are traded), with any factional amount of less than one yen to be rounded up to one
yen.
The Exercise Price will be adjusted as follows:
(i) If the Company effects a share split or a share consolidation after the date of the allotment
of the share options, the Exercise Price will be adjusted by the following calculation formula,
with any fractional amount of less than one yen to be rounded up to one yen:
Exercise Price after Adjustment
|
|
|
|
|
= Exercise
Price before adjustment × |
|
1 |
|
|
Ratio of Share Splitting or Share Consolidation |
(ii) If, after the date of allotment of share options, the Company issues common shares at a
price lower than the then market price thereof (other than by way of
conversion of the third series of
Unsecured Convertible Debentures Due 2008 of the Company) or disposes
of common shares owned by it,
the Exercise Price will be adjusted by the following calculation formula, with any fractional
amount of less than one yen to be rounded up to one yen; however, the Exercise Price will
not be adjusted in the case of the exercise of share options:
Exercise
Price after Adjustment = Exercise Price before Adjustment ×
|
|
|
|
|
Number of Issued and Outstanding Shares + |
|
Number of Newly Issued Shares × Payment amount per Share |
|
|
Market Price |
|
|
|
Number of Issued and Outstanding Shares + Number of Newly Issued Shares |
The Number of Issued and Outstanding Shares is the number of shares already issued by the Company
after subtraction of the number of shares owned by the Company. In the case of the Companys
disposal of shares owned by it, the Number of Newly Issued Shares will be replaced with the
Number of Own Shares to Be Disposed.
(iii) In the case of a merger, a company split or capital reduction after the date of allotment of
share options, or in any other analogous case requiring the adjustment of the Exercise Price, the
Exercise Price shall be appropriately adjusted within a reasonable range.
(3) Period during Which Share Options Are Exercisable
From May 1, 2010 to April 30, 2014.
(4) Restriction on Acquisition of Share Options by Transfer
An acquisition of share options by way of transfer requires the approval of the Board of Directors.
(5) Events for the Companys Acquisition of Share Options
If a
proposal for the approval of a merger agreement under which the
Company will cease to exist or a proposal for the approval for a share exchange agreement or a share
transfer plan under which the Company will become a wholly-owned subsidiary is approved by the
Companys shareholders at a shareholders meeting (or by the Board of Directors if no resolution of
a shareholders meeting is required for such approval), the Company will be entitled to acquire the
share options, without compensation, on a date separately designated by the Board of Directors.
(6) Handling of Fractions
Any fraction of a share (less than one share) to be delivered to any holder of share options
who has exercised share options will be disregarded.
40
(7) Other Conditions for Exercise of Share Options
(i) One share option may not be exercised partially.
(ii) Each holder of share options must continue to be a director, executive officer or employee of
the Company until the end of the Companys general meeting of shareholders regarding the final
business term within 2 years from the end of the Ordinary General Meeting of Shareholders for
the 107th Business Term of the Company.
(iii) Holders of share options will be entitled to exercise their share options for 2 years during the exercisable period, even after they lose their positions as directors, executive
officers or employees. However, if a holder of share options loses such position due to resignation
at his/her initiative, or due to dismissal or discharge by the Company, his/her share options will
immediately lose effect.
(iv) No succession by inheritance is authorized for the share options.
(v) Any other conditions for the exercise of share options may be established by the Board of
Directors.
6. Specific Method of Calculation of Remuneration to Directors
The amount of share options to be issued to the directors of the Company, as remuneration, will be
the amount to be obtained by multiplying the fair market value per share option as of the allotment
date thereof by the total number (not more than 3,500 share options)
of share options to be allotted to the directors existing as of such allotment date. The fair
market value of a share option will be calculated with the use of the Black-Scholes model on the
basis of various conditions applicable on the allotment date.
C. Board practices
See Item 6A Directors and senior management and Item 6B Compensation.
41
D. Employees
Following table lists the number of Canons full-time employees as of December 31, 2007, 2006
and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Japan |
|
|
Americas |
|
|
Europe |
|
|
Other |
|
December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business machines |
|
|
87,334 |
|
|
|
32,575 |
|
|
|
7,633 |
|
|
|
9,993 |
|
|
|
37,133 |
|
Cameras |
|
|
19,170 |
|
|
|
5,893 |
|
|
|
1,755 |
|
|
|
1,490 |
|
|
|
10,032 |
|
Optical and other products |
|
|
19,208 |
|
|
|
11,412 |
|
|
|
1,350 |
|
|
|
802 |
|
|
|
5,644 |
|
Corporate |
|
|
5,640 |
|
|
|
5,347 |
|
|
|
|
|
|
|
|
|
|
|
293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
131,352 |
|
|
|
55,227 |
|
|
|
10,738 |
|
|
|
12,285 |
|
|
|
53,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business machines |
|
|
79,293 |
|
|
|
30,046 |
|
|
|
7,409 |
|
|
|
9,202 |
|
|
|
32,636 |
|
Cameras |
|
|
16,841 |
|
|
|
5,422 |
|
|
|
1,652 |
|
|
|
1,381 |
|
|
|
8,386 |
|
Optical and other products |
|
|
16,494 |
|
|
|
9,768 |
|
|
|
1,164 |
|
|
|
703 |
|
|
|
4,859 |
|
Corporate |
|
|
5,871 |
|
|
|
5,517 |
|
|
|
44 |
|
|
|
|
|
|
|
310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
118,499 |
|
|
|
50,753 |
|
|
|
10,269 |
|
|
|
11,286 |
|
|
|
46,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business machines |
|
|
77,906 |
|
|
|
29,964 |
|
|
|
7,297 |
|
|
|
8,988 |
|
|
|
31,657 |
|
Cameras |
|
|
18,308 |
|
|
|
5,263 |
|
|
|
1,552 |
|
|
|
1,405 |
|
|
|
10,088 |
|
Optical and other products |
|
|
13,762 |
|
|
|
8,249 |
|
|
|
999 |
|
|
|
435 |
|
|
|
4,079 |
|
Corporate |
|
|
5,607 |
|
|
|
5,161 |
|
|
|
90 |
|
|
|
94 |
|
|
|
262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
115,583 |
|
|
|
48,637 |
|
|
|
9,938 |
|
|
|
10,922 |
|
|
|
46,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There was an increase of approximately 12,900 employees as of the end of fiscal 2007 compared
to the end of fiscal 2006. This increase is mainly due to employment increases in the Asia region
to accommodate production increases.
Canon had approximately 42,000 temporary employees on average during fiscal 2007. This number
includes seasonal workers as well as temporary staff employees such as security staff, meal service
staff and janitorial staff.
The Company and its subsidiaries have their own independent labor union. Canon has not
experienced a labor strike since its establishment. The Company believes that the relationship
between Canon and its labor union is good.
42
E. Share ownership
The following table lists the number of shares owned by the directors and corporate auditors
of the Company as of March 28, 2008. The total is 341,550 shares constituting 0.03% of all
outstanding shares.
|
|
|
|
|
|
|
Name |
|
Position |
|
Number of shares |
|
Fujio Mitarai |
|
Chairman & CEO |
|
|
93,200 |
|
Tsuneji Uchida |
|
President & COO |
|
|
11,200 |
|
Toshizo Tanaka |
|
Executive Vice President |
|
|
17,852 |
|
Nobuyoshi Tanaka |
|
Senior Managing Director |
|
|
20,432 |
|
Junji Ichikawa |
|
Senior Managing Director |
|
|
19,546 |
|
Akiyoshi Moroe |
|
Senior Managing Director |
|
|
17,332 |
|
Kunio Watanabe |
|
Senior Managing Director |
|
|
14,252 |
|
Yoroku Adachi |
|
Managing Director |
|
|
12,142 |
|
Yasuo Mitsuhashi |
|
Managing Director |
|
|
9,777 |
|
Tomonori Iwashita |
|
Managing Director |
|
|
7,150 |
|
Masahiro Osawa |
|
Managing Director |
|
|
5,842 |
|
Shigeyuki Matsumoto |
|
Managing Director |
|
|
4,952 |
|
Katsuichi Shimizu |
|
Managing Director |
|
|
10,937 |
|
Ryoichi Bamba |
|
Managing Director |
|
|
6,300 |
|
Toshio Honma |
|
Managing Director |
|
|
11,292 |
|
Masaki Nakaoka |
|
Managing Director |
|
|
3,700 |
|
Haruhisa Honda |
|
Managing Director |
|
|
6,989 |
|
Shunichi Uzawa |
|
Director |
|
|
7,492 |
|
Toshiyuki Komatsu |
|
Director |
|
|
4,000 |
|
Tetsuro Tahara |
|
Director |
|
|
3,052 |
|
Seijiro Sekine |
|
Director |
|
|
5,790 |
|
Shunji Onda |
|
Director |
|
|
5,502 |
|
Kazunori Fukuma |
|
Director |
|
|
1,300 |
|
Hideki Ozawa |
|
Director |
|
|
1,719 |
|
Masaya Maeda |
|
Director |
|
|
1,200 |
|
Keijiro Yamazaki |
|
Corporate Auditor |
|
|
7,050 |
|
Kunihiro Nagata |
|
Corporate Auditor |
|
|
2,350 |
|
Tadashi Ohe |
|
Corporate Auditor |
|
|
25,100 |
|
Yoshinobu Shimizu |
|
Corporate Auditor |
|
|
2,300 |
|
Minoru Shishikura |
|
Corporate Auditor |
|
|
1,800 |
|
|
|
|
|
|
|
|
|
Total |
|
|
341,550 |
|
|
|
|
|
|
|
The Company and certain of its subsidiaries encourage its employees to purchase shares of
their common stock in the market through an employees stock purchase association.
43
Item 7. Major Shareholders and Related Party Transactions
A. Major shareholders
The
table below shows the number of the Companys shares held by the top ten holders of the
Companys shares and their ownership percentage as of December 31, 2007:
|
|
|
|
|
|
|
|
|
Name
of major shareholder |
|
Shares owned |
|
|
Percentage |
|
|
|
(In thousands) |
|
|
|
|
|
The Dai-Ichi Mutual Life Insurance Co. |
|
|
93,312 |
|
|
|
7.0 |
% |
Moxley & Co. |
|
|
73,640 |
|
|
|
5.5 |
% |
Japan
Trustee Services Bank, Ltd. (Trust Account) |
|
|
68,801 |
|
|
|
5.2 |
% |
The Master
Trust Bank of Japan, Ltd. (Trust Account) |
|
|
62,200 |
|
|
|
4.7 |
% |
State Street Bank and Trust Company |
|
|
36,165 |
|
|
|
2.7 |
% |
Nomura Securities Co., Ltd. |
|
|
30,525 |
|
|
|
2.3 |
% |
Mizuho Corporate Bank, Ltd. |
|
|
28,419 |
|
|
|
2.1 |
% |
Sompo Japan Insurance Inc. |
|
|
22,910 |
|
|
|
1.7 |
% |
BNP Paribas Securities (Japan) Limited |
|
|
22,229 |
|
|
|
1.7 |
% |
State Street Bank and Trust Company 505103 |
|
|
21,730 |
|
|
|
1.6 |
% |
Notes:
1:
Moxley & Co. is a nominee of JP Morgan Chase Bank, which is the depositary of Canons ADRs
(American Depositary Receipts.)
2:
Apart from the above shares, Mizuho Corporate Bank, Ltd. held 7,704 thousand shares contributed
to a trust fund for its retirement and severance plans.
3: Apart from the above shares, the Company owns 72,588 thousand shares (5.4% of total issued
shares) of treasury stock.
4: Mizuho Corporate Bank, Ltd. and its three affiliated companies listed below submitted a report
on large share holdings to the Kanto Local Finance Bureau on July 23, 2007 in their joint names and
reported that they owned 71,889 thousand shares (5.4%) of the Company as of July 13, 2007 in total
as detailed below. However, the Company has not confirmed the status of these holdings as of
December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
As of July 13, 2007 |
|
|
|
Number of shares held |
|
|
Number of shares held / |
|
|
|
(In thousands) |
|
|
Number of shares issued |
|
Mizuho Corporate Bank, Ltd. |
|
|
36,124 |
|
|
|
2.7 |
% |
Mizuho Bank, Ltd. |
|
|
8,853 |
|
|
|
0.7 |
% |
Mizuho Trust & Banking Co., Ltd. |
|
|
24,150 |
|
|
|
1.8 |
% |
Dai-Ichi Kangyo Asset Management Co., Ltd.
(Subsequently renamed as Mizuho Asset Management Co., Ltd.) |
|
|
2,762 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
total |
|
|
71,889 |
|
|
|
5.4 |
% |
|
|
|
|
|
|
|
Canons major shareholders do not have different voting rights from other shareholders.
As
of December 31, 2007, 19.4% of the issued shares of common
stock, including the Companys treasury stock, were held of record by
252 residents of the United States of America.
The Company is not directly or indirectly owned or controlled by any other corporation, by any
government, or by any other natural or legal person or persons severally or jointly.
B. Related party transactions
During
the latest three fiscal years, Canon has not transacted with, nor does
Canon currently plan to transact with a related party (other than certain transactions with
subsidiaries of the Company). For purposes of this paragraph, a related party includes: (a)
enterprises that directly or indirectly through one or more intermediaries, control or are
controlled by, or are under common control with, Canon; (b) associates; (c) individuals owning,
directly or indirectly, an interest in the voting power of Canon that gives them significant
influence over Canon, and close members of any such individuals family; (d) key management
personnel, that is, those persons having authority and responsibility for planning, directing and
controlling the activities of Canon, including directors and senior management of companies and
close member of such individuals families; (e) enterprises in which a substantial interest in the
voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which
such a person is able to exercise significant influence. This includes enterprises owned by
directors or major shareholders of Canon and enterprises that have a member of key management in
common with Canon. Close members of an individuals family are those that may be expected to
influence, or be influenced by, that person in their dealings with Canon. An associate is an
unconsolidated enterprise in which Canon has a significant influence or which has significant
influence over Canon. Significant influence over an enterprise is the power to participate in the
financial and operating policy decisions of the enterprise but is less than control over those
policies. Shareholders beneficially owning a 10% interest in the voting power of the Company are
presumed to have a significant influence on Canon.
To the Companys knowledge, no person owned a 10% interest in the voting power of the Company
as of March 28, 2008.
In the ordinary course of business on an arms length basis, Canon purchases and sells
materials, supplies and services from and to its affiliates accounted for by the equity method.
There are 15 affiliates which are accounted for by the equity method. Canon does not consider the
amounts of the transactions with the above affiliates to be material to its business.
C. Interests of experts and counsel
Not applicable.
44
Item 8. Financial Information
A. Consolidated financial statements and other financial information
Consolidated financial statements
This Annual Report contains consolidated financial statements as of December 31, 2007 and 2006
and for each of the three years in the period ended December 31, 2007 prepared in accordance with
U.S. generally accepted accounting principles and audited in accordance with the standards of the
Public Company Accounting Oversight Board (United States) by an Independent Registered Public
Accounting Firm. The financial statements as of and for the years ended December 31, 2005, 2006,
and 2007 have been audited by Ernst & Young ShinNihon, and their audit report covering each of the
periods is included in Item 17 of this report.
Refer to Item 17 Financial Statements.
Legal proceedings
Other than as described below, neither the Company nor its subsidiaries are involved in any
litigation or other legal proceedings that, if determined adversely to the Company or its
subsidiaries, would individually or in the aggregate have a material adverse effect on the Company
or its operations.
|
|
|
In December 2002, the European Commission instituted an investigation
into the printer and supply market. Canon received a questionnaire in
connection with the investigation of the printer and supply market in
January 2003 and Canon has submitted its response. The investigation
is yet to be closed. |
|
|
|
|
In January 2003, the Dusseldorf District Court in Germany issued
rulings in Canons favor in two patent infringement actions filed by
Canon against Pelikan Hardcopy Deutschland GmbH and Pelikan Hardcopy
European Logistics & Services GmbH (collectively, Pelikan Hardcopy).
Pelikan Hardcopy has appealed against the decision. In November 2003,
the Dusseldorf District Court in Germany issued a ruling in Canons
favor in another patent infringement action filed by Canon against
Pelikan Hardcopy. Pelikan Hardcopy has appealed against the decision.
The Dusseldorf High Court issued rulings in Canons favor in two of
the three appeals by Pelikan Hardcopy. The rulings have become finally
binding, and now the procedures for enforcing the ruling are underway.
Canon withdrew the complaint regarding the remaining case in view of
the judicial economy. |
|
|
|
|
In October 2003, a lawsuit was filed by a former employee against the
Company at the Tokyo District Court in Japan. The lawsuit alleges that
the former employee is entitled to ¥45,872 million as compensation for
an invention related to certain technology used by the Company, and
the former employee has sued for a partial payment of ¥1,000 million
and interest thereon. On January 30, 2007, the Tokyo District Court in
Japan ordered the Company to pay the former employee approximately
¥33.5 million and interest thereon. On the same day, the Company
appealed the decision. This lawsuit is currently under trial in the
Intellectual Property High Court. |
|
|
|
|
In Germany, Verwertungsgesellschaft Wort (VG Wort), a collecting
agency representing certain copyright holders, has filed a series of
lawsuits seeking to impose copyright levies upon digital products such
as PCs and printers, that allegedly enable the reproduction of
copyrighted materials, against the companies importing and
distributing these digital products. In May 2004, VG Wort filed a
civil lawsuit against Hewlett-Packard GmbH seeking levies on
multi-function printers. This is an industry test case under which
Hewlett-Packard GmbH represents other companies sharing common
interests, and Canon has undertaken to be bound by the final decision
of this court case. The court of first instance and the court of
appeals held that the multi-function printers were subject to a levy.
In particular, the court of appeals ordered Hewlett-Packard GmbH to
pay the amount equivalent to the levies imposed on photocopiers (EUR
38.35 to EUR 613.56 per unit, depending on printing speed and color
printing capability). On January 30, 2008, the Federal Supreme Court
delivered its short judgment in favor of VG Wort, maintaining the
judgment of the court of appeals, whereby the court decided that, for
MFPs sold during the period from 1997 through 2001, the same full
tariff as applicable to photocopier should be applied. It is expected
that the Federal Supreme Court will issue a written full judgment
explaining the rationale underlying its decision sometime in the next
several months. If Hewlett-Packard GmbH decides to file a claim with
the Federal Constitutional Court challenging the judgment of the
Federal Supreme Court, it will have 30 days to file a claim from
receipt of the Federal Supreme Courts written full judgment. With
regard to single-function printers, VG Wort filed a separate lawsuit
in January 2006 against Canon, seeking payment of copyright levies,
and the court of first instance in Düsseldorf ruled in favor of the
claim by VG Wort in November 2006. Canon lodged an appeal against such
decision in December 2006. In a similar court case, which does not
include Canon, seeking copyright levies on single-function printers of
Epson Deutschland GmbH, Xerox GmbH and Kyocera Mita Deutschland GmbH,
the court of appeals in Düsseldorf rejected such alleged levies on
January 23, 2007. Consistent with the last decision, Canon won its
appeal at the court of appeal. In its judgment of November 13, 2007,
the court of appeal rejected VG Worts claim against Canon. VG Wort
appealed further against decisions of the court of appeal for both
Epson et al. and Canon cases before the Federal Supreme Court. In
December 2007, for a similar Hewlett-Packard GmbH case relating to
single-function printers, the Federal Supreme Court delivered its
judgment in favor of Hewlett-Packard GmbH and dismissed VG Worts
claim. Written full judgment by the Federal Supreme Court was issued
on January 24, 2008. Canon was informed that VG Wort already filed a
constitutional complaint with the Federal Constitutional Court against
said judgment of the Federal Supreme Court. Canon, other companies and the
industry associations have expressed opposition to such extension of
the levy scope. Based on industry opposition to the extension of
levies to digital products, Canons assessments of the merits of
various proceeding and Canons estimates of the units impacted and
levies, Canon has accrued amounts that it believes are adequate to
address the matters described above. However, the final conclusion of
these court cases including the amount of levies to be imposed and the
associated financial impact on Canon remains uncertain. |
|
|
|
|
In April 2004, Canon filed two patent infringement actions against
RecycleAssist Co., Ltd. (Recycle Assist) before the Tokyo District
Court. In December 2004, the Tokyo District Court issued rulings in
Recycle Assists favor in the two actions. In December 2004, Canon
appealed against the decisions of the two actions. In January 2006,
the Intellectual Property High Court issued a ruling in favor of Canon
in one of the two appeal cases. In February 2006, Recycle Assist
further appealed against this ruling before the Supreme Court. In
November 2007, the Supreme Court rendered a judgment in favor of
Canon, and currently execution procedures are ongoing. Canon withdrew
the remaining appeal case in based on efficiency considerations. |
45
|
|
|
In April 2005, a lawsuit was filed by Nano-Proprietary Inc. (NPI)
against the Company and Canon U.S.A., Inc. in the United States
District Court of Texas alleging that SED Inc., a joint venture
company established by the Company and Toshiba Corporation, was not
regarded as a subsidiary under the Patent License
Agreement between
the Company and NPI and the extension of the license to SED Inc.
constituted a breach of the agreement. NPI also alleged that Canon committed fraud in executing such agreement,
and requests rescission of the agreement and compensatory damages. In
November 2006, the Court denied Canons motion for a
summary judgment
that SED Inc. was a subsidiary of the Company. In January 2007, the
Company purchased all the shares of SED Inc. owned by Toshiba
Corporation, making SED Inc. a 100% owned subsidiary of the Company.
However, on February 22, 2007, the Court issued a summary judgment
stating that SED Inc. (before the above stock purchase) was not a
subsidiary of the Company, that the Company had materially breached the
patent license agreement and that NPI was allowed to terminate that
agreement. Thereafter, a trial was held from April 30 to
May 3, 2007, in Austin, Texas. NPIs fraud claims against Canon were
withdrawn by NPI and the jury returned a verdict that NPI had
sustained no damages. All claims against Canon U.S.A., Inc. were also
withdrawn by NPI. On May 15, 2007, Canon filed a notice of appeal to
the United States Court of Appeals for the Fifth Circuit, appealing
the District Courts prior ruling that Canon had breached the
patent license agreement with NPI and that allowed NPI to terminate that agreement. On
June 4, 2007, NPI also filed a notice of appeal, appealing the District
Courts determination that NPI had sustained no damages. These
appeals are still pending. |
Dividend policy
Dividends are proposed by the Board of Directors of the Company based on the year-end
non-consolidated financial statements of the Company, and are approved at the ordinary general
meeting of shareholders, which is held in March of each year. Record holders of the Companys
American Depositary Receipts (ADRs) on the dividends record date are entitled to receive payment
in full of the declared dividend. In addition to annual dividends, by resolution of the Board of
Directors, the Company may declare a cash distribution as an interim dividend. The record date for
the Companys year-end dividends and for the interim dividends are December 31 and June 30,
respectively.
Since 1996, under the two five-year initiatives Phases I and II of the Excellent Global
Corporation Plan Canon has been working towards increasing its corporate value. During
this period, management has focused on profitability and cash flow, which has led to greater
competitiveness of its products and a stronger financial position. Following the two preceding
plans, Canon has launched a new five-year management plan, Phase III, which targets further growth
and improved corporate value by expanding its corporate scale while maintaining a high level of
profitability, in 2006.
Going forward, Canon will actively invest in strategic areas to accelerate growth, and will
also place priority on actively returning profits to shareholders as an important management
measure, taking full advantage of its financial base strengthened by the two five-year plans.
Canon
is focuses on returning profits to shareholders, mainly in the form of
dividends, taking into consideration planned future investments, free cash flow, and the Companys
consolidated business performance. Specifically, Canons medium- to long-term objective is to
continuously strive to raise its consolidated payout ratio to
approximately 30%.
Accordingly, in response to the continued support of shareholders and based on the new policy
on returning profits to shareholders, Canon has increased its
full-year dividend per share from ¥ 83.33 in 2006, to ¥ 110.00 for fiscal year 2007.
B. Significant changes
No significant change has occurred since the date of the annual financial statements.
46
Item 9. The Offer and Listing
A. Offer and listing details
Trading in domestic markets
The
common stock of the Company has been listed on the Tokyo Stock Exchange (TSE), the
principal stock exchange market in Japan, since 1949, and is traded on the First Section of the
TSE. The shares are also listed on four other regional markets in Japan.
The following table lists the reported high and low sales prices of the shares on the TSE and
the closing highs and lows of the Tokyo Stock Price Index (TOPIX) and Nikkei Stock Average for
the five most recent years. TOPIX is an index of the market value of stocks listed on the First
Section of the TSE. The Nikkei Stock Average, an index of 225 selected stocks on the First Section
of the TSE, is another widely accepted index.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSE |
|
|
TOPIX |
|
|
Nikkei Stock Average |
|
|
|
(Canon Inc.) |
|
|
(Reference
data) |
|
|
(Reference data) |
|
|
|
(Japanese yen) |
|
|
(Points) |
|
|
(Japanese yen) |
|
Period |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
2003 Year |
|
¥ |
4,140 |
|
|
¥ |
2,607 |
|
|
|
1,114.40 |
|
|
|
770.46 |
|
|
¥ |
11,161.71 |
|
|
¥ |
7,607.88 |
|
2004 Year |
|
|
3,880 |
|
|
|
3,273 |
|
|
|
1,225.97 |
|
|
|
1,017.84 |
|
|
|
12,195.66 |
|
|
|
10,299.43 |
|
2005 Year |
|
|
4,780 |
|
|
|
3,460 |
|
|
|
1,673.18 |
|
|
|
1,104.30 |
|
|
|
16,445.56 |
|
|
|
10,770.58 |
|
2006 1(st) quarter |
|
|
5,287 |
|
|
|
4,567 |
|
|
|
1,735.25 |
|
|
|
1,538.85 |
|
|
|
17,125.64 |
|
|
|
15,059.52 |
|
2(nd) quarter |
|
|
6,013 |
|
|
|
5,173 |
|
|
|
1,783.72 |
|
|
|
1,439.00 |
|
|
|
17,563.37 |
|
|
|
14,045.53 |
|
3(rd) quarter |
|
|
6,160 |
|
|
|
5,240 |
|
|
|
1,655.27 |
|
|
|
1,473.59 |
|
|
|
16,414.94 |
|
|
|
14,437.24 |
|
4(th) quarter |
|
|
6,780 |
|
|
|
5,840 |
|
|
|
1,685.76 |
|
|
|
1,526.37 |
|
|
|
17,301.69 |
|
|
|
15,615.56 |
|
2006 Year |
|
|
6,780 |
|
|
|
4,567 |
|
|
|
1,783.72 |
|
|
|
1,439.00 |
|
|
|
17,563.37 |
|
|
|
14,045.53 |
|
2007 1(st) quarter |
|
|
6,750 |
|
|
|
6,020 |
|
|
|
1,823.89 |
|
|
|
1,650.82 |
|
|
|
18,300.39 |
|
|
|
16,532.91 |
|
2(nd) quarter |
|
|
7,450 |
|
|
|
6,210 |
|
|
|
1,793.61 |
|
|
|
1,682.49 |
|
|
|
18,297.00 |
|
|
|
16,999.05 |
|
3(rd) quarter |
|
|
7,330 |
|
|
|
5,340 |
|
|
|
1,796.89 |
|
|
|
1,479.82 |
|
|
|
18,295.27 |
|
|
|
15,262.10 |
|
4(th) quarter |
|
|
6,500 |
|
|
|
5,190 |
|
|
|
1,679.71 |
|
|
|
1,417.47 |
|
|
|
17,488.97 |
|
|
|
14,669.85 |
|
2007 Year |
|
|
7,450 |
|
|
|
5,190 |
|
|
|
1,823.89 |
|
|
|
1,417.47 |
|
|
|
18,300.39 |
|
|
|
14,669.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSE |
|
|
TOPIX |
|
|
Nikkei Stock Average |
|
|
|
(Canon Inc.) |
|
|
(Reference data) |
|
|
(Reference data) |
|
|
|
(Japanese yen) |
|
|
(Points) |
|
|
(Japanese yen) |
|
Period |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
2007 July |
|
¥ |
7,330 |
|
|
¥ |
6,230 |
|
|
|
1,796.89 |
|
|
|
1,676.69 |
|
|
¥ |
18,295.27 |
|
|
¥ |
17,042.66 |
|
August |
|
|
6,660 |
|
|
|
5,340 |
|
|
|
1,698.33 |
|
|
|
1,479.82 |
|
|
|
17,274.33 |
|
|
|
15,262.10 |
|
September |
|
|
6,760 |
|
|
|
5,800 |
|
|
|
1,622.49 |
|
|
|
1,506.19 |
|
|
|
16,929.26 |
|
|
|
15,610.65 |
|
October |
|
|
6,500 |
|
|
|
5,490 |
|
|
|
1,679.71 |
|
|
|
1,539.09 |
|
|
|
17,488.97 |
|
|
|
16,199.02 |
|
November |
|
|
5,970 |
|
|
|
5,300 |
|
|
|
1,638.71 |
|
|
|
1,417.47 |
|
|
|
16,887.04 |
|
|
|
14,669.85 |
|
December |
|
|
5,940 |
|
|
|
5,190 |
|
|
|
1,578.39 |
|
|
|
1,447.54 |
|
|
|
16,107.65 |
|
|
|
14,998.01 |
|
2008 January |
|
|
5,040 |
|
|
|
4,190 |
|
|
|
1,461.31 |
|
|
|
1,219.95 |
|
|
|
15,156.66 |
|
|
|
12,572.68 |
|
February |
|
|
5,100 |
|
|
|
4,230 |
|
|
|
1,372.82 |
|
|
|
1,274.08 |
|
|
|
14,105.47 |
|
|
|
12,923.42 |
|
Note: Canon has made a three-for-two stock split on July 1, 2006. The information above has been
adjusted to reflect the stock split.
47
Trading in foreign markets
The Companys ADRs are listed on the New York Stock Exchange (NYSE).
Since the Companys 1969 public offering in the United States of U.S.$9,000,000 principal
amount of its 6 1/2 % Convertible Debentures due 1984, there has been limited trading in the
over-the-counter market in the Companys ADRs. Since March 16, 1998, each ADR represents one share
of the Companys common stock. The Companys ADSs had been quoted on the National Association of
Securities Dealers Automated Quotation system (NASDAQ)
from 1972 to September 13, 2000 under the
symbol CANNY.
On September 14, 2000, Canon listed its ADSs on the NYSE under the symbol CAJ. The table below
displays historical transition of high and low prices of our ADSs on
the NYSE.
|
|
|
|
|
|
|
|
|
|
|
NYSE |
|
|
|
(Canon Inc.) |
|
|
|
(U.S. dollars) |
|
Period |
|
High |
|
|
Low |
|
2003 Year |
|
$ |
35.333 |
|
|
$ |
22.487 |
|
2004 Year |
|
|
36.260 |
|
|
|
29.627 |
|
2005 Year |
|
|
40.280 |
|
|
|
32.640 |
|
2006 1(st) quarter |
|
|
44.620 |
|
|
|
39.630 |
|
2(nd) quarter |
|
|
53.100 |
|
|
|
42.160 |
|
3(rd) quarter |
|
|
52.380 |
|
|
|
44.310 |
|
4(th) quarter |
|
|
57.320 |
|
|
|
50.840 |
|
2006 Year |
|
|
57.320 |
|
|
|
39.630 |
|
2007 1(st) quarter |
|
|
56.990 |
|
|
|
50.720 |
|
2(nd) quarter |
|
|
60.160 |
|
|
|
53.020 |
|
3(rd) quarter |
|
|
59.390 |
|
|
|
48.350 |
|
4(th) quarter |
|
|
55.990 |
|
|
|
45.680 |
|
2007 Year |
|
|
60.160 |
|
|
|
45.680 |
|
|
|
|
|
|
|
|
|
|
|
|
(Canon Inc.) |
|
|
|
(U.S. dollars) |
|
Period |
|
High |
|
|
Low |
|
2007 July |
|
$ |
59.390 |
|
|
$ |
52.190 |
|
August |
|
|
57.320 |
|
|
|
48.350 |
|
September |
|
|
57.850 |
|
|
|
50.980 |
|
October |
|
|
55.990 |
|
|
|
49.180 |
|
November |
|
|
53.840 |
|
|
|
48.550 |
|
December |
|
|
53.690 |
|
|
|
45.680 |
|
2008 January |
|
|
46.470 |
|
|
|
38.440 |
|
February |
|
|
46.980 |
|
|
|
40.010 |
|
Note: Canon has made a three-for-two stock split on July 1, 2006. The information above has been
adjusted to reflect the stock split.
The depositary and agent of the ADRs is JPMorgan Chase Bank, N.A., located at 4 New York Plaza, New
York, N.Y. 10004, U.S.A.
B. Plan of distribution
Not applicable.
C. Markets
See
Item 9A Offer and Listing Details.
D. Selling shareholders
Not applicable.
E. Dilution
Not applicable.
F.
Expenses of the issue
Not applicable.
48
Item 10. Additional Information
A. Share capital
Not applicable.
B. Memorandum and articles of association
Objects and Purposes in the Companys Articles of Incorporation
Objects of the Company provided in Article 2 of the Companys Articles of Incorporation shall
be to engage in the following business:
(1) |
|
Manufacture and sale of optical machineries and instruments of various kinds. |
|
(2) |
|
Manufacture and sale of acoustic, electrical and electronic machineries and instruments of various kinds. |
|
(3) |
|
Manufacture and sale of precision machineries and instruments of various kinds. |
|
(4) |
|
Manufacture and sale of medical machineries and instruments of various kinds. |
|
(5) |
|
Manufacture and sale of general machineries, instruments and equipments of various kinds. |
|
(6) |
|
Manufacture and sale of parts, materials, etc. relative to the products mentioned in each of the preceding items. |
|
(7) |
|
Production and sale of software products. |
|
(8) |
|
Manufacture and sale of pharmaceutical products. |
|
(9) |
|
Telecommunications business, and information service business such as information processing service business,
information providing service business, etc. |
|
(10) |
|
Contracting for telecommunications works, electrical works and machinery and equipment installation works. |
|
(11) |
|
Sale, purchase and leasing of real properties, contracting for construction works, design of buildings and
supervision of construction works. |
|
(12) |
|
Manpower providing business, property leasing business and travel business. |
|
(13) |
|
Business relative to investigation, analysis of the environment and purification process of soil, water, etc. |
|
(14) |
|
Any and all business relevant to each of the preceding items. |
Provisions Regarding Directors
There is no provision in the Companys Articles of Incorporation as to a Directors power to
vote on a proposal, arrangement or contract in which the Director is materially interested, but,
under the Corporation Law of Japan, the new law relating to joint stock corporations (known in
Japanese as kabushiki kaisha) which came into effect on May 1, 2006, a director is required to
refrain from voting on such matters at meetings of the board of directors.
The Corporation Law of Japan provides that compensation for directors is determined at a
general meeting of shareholders of a company. Within the upper limit approved at the shareholders
meeting, the board of directors will determine the amount of compensation for each director. The
board of directors may, by its resolution, leave such decision to the discretion of the companys
representative director.
The Corporation Law of Japan provides that the incurrence by a company of a significant loan
from a third party should be approved by the companys board of directors. The Companys
Regulations of the Board of Directors have adopted this policy.
There is no mandatory retirement age for the Companys Directors under the Corporation Law of
Japan or its Articles of Incorporation.
There is no requirement concerning the number of shares an individual must hold in order to
qualify him as a director of the Company under the Corporation Law of Japan or its Articles of
Incorporation.
Holding of Shares by Foreign Investors
Other
than the Japanese unit share system that is described in Rights
of Shareholders
Japanese Unit Share System below, there are no limitations on the rights of non-residents or
foreign shareholders to hold or exercise voting rights on the Companys shares imposed by the laws
of Japan or the Companys Articles of Incorporation or other constituent documents.
Rights of Shareholders
Set forth below is information relating to the Companys common stock, including brief
summaries of the relevant provisions of its Articles of Incorporation and Regulations for Handling
of Shares, as currently in effect, and of the Corporation Law of Japan and related legislation.
49
General
The Companys authorized share capital is 3,000,000,000 shares, of which 1,333,636,210 shares
were issued, including the Companys treasury stock, as of December 31, 2007. Under the Corporation Law of Japan, shares
must be registered and are transferable by delivery of share certificates. In order to assert
shareholders rights against the Company, a shareholder must have its name and address registered
on the Companys register of shareholders, in accordance with the Companys Regulations for
Handling of Shares.
A holder of shares may choose, at its discretion, to participate in the central clearing
system for share certificates under the Law Concerning Central Clearing of Share Certificates and
Other Securities of Japan. Participating shareholders must deposit certificates representing all of
the shares to be included in this clearing system with the Japan Securities Depository Center, Inc.
(the Securities Center). If a holder is not a participating institution in the Securities Center,
it must participate through a participating institution, such as a securities company or bank
having a clearing account with the Securities Center. All shares deposited with the Securities
Center will be registered in the name of the Securities Center on the Companys register of
shareholders. Each participating shareholder will in turn be registered on the Companys register
of beneficial shareholders and be treated in the same way as shareholders registered on its
register of shareholders. For the purpose of transferring deposited shares, delivery of share
certificates is not required. Entry of the share transfer in the books maintained by the Securities
Center for participating institutions, or in the book maintained by a participating institution for
its customers, has the same effect as delivery of share certificates. The registered beneficial
owners may exercise the rights attached to the shares, such as voting rights, and will receive
dividends (if any) and notices to shareholders directly from the Company. The shares held by a
person as a registered shareholder and those held by the same person as a registered beneficial
owner are aggregated for these purposes. Beneficial owners may at any time withdraw their shares
from deposit and receive share certificates, subject to the limitations caused by the Japanese unit
share system described below.
A new law to establish a new central clearing system for shares of listed companies and to
eliminate the issuance and use of certificates for such shares was promulgated in June 2004 and the
relevant law is expected to come into effect in early 2009. On the effective
date, a new central clearing system will be established and the shares of all Japanese companies
listed on any Japanese stock exchange, including the Companys shares, will be subject to the new
central clearing system. On the same day, all existing share certificates for share of all Japanese
companies listed on any Japanese stock exchange, including the Companys shares, will become null
and void and the transfer of such shares will be affected through entry in the books maintained
under the new central clearing system.
The registered beneficial holder of deposited shares underlying the ADSs is the depositary for
the ADSs. Accordingly, holders of ADSs will not be able to directly assert shareholders rights.
Distributions of Surplus
Under the Corporation Law of Japan, distributions of cash or other assets by joint stock
corporations to their shareholders, so called dividends, are referred to as distributions of
Surplus (Surplus is defined in -Restriction on Distributions of Surplus below). The Company
may make distributions of Surplus to the shareholders any number of times per fiscal year, subject
to certain limitations described in -Restriction on Distributions of Surplus. Under the
Corporation Law of Japan, distributions of Surplus are required to be authorized by a resolution of
a general meeting of shareholders.
Under the Articles of Incorporation of the Company, year-end dividends and interim dividends,
if any, may be distributed to shareholders (or pledgees) appearing in the register of shareholders
as of December 31 and June 30 of each year, respectively.
Distributions of Surplus may be made in cash or in kind in proportion to the number of shares
held by each shareholder. A resolution of a shareholders meeting must specify the kind and
aggregate book value of the assets to be distributed, the manner of allocation of such assets to
shareholders, and the effective date of the distribution. If a distribution of Surplus is to be
made in kind, the Company may, pursuant to a resolution of shareholders meeting, grant a right to
its shareholders to require the Company to make such distribution in cash instead of in kind. If no
such right is granted to shareholders, the relevant distribution of Surplus must be approved by a
special resolution of a general meeting of shareholders.
Restriction on Distributions of Surplus
When the Company makes a distribution of Surplus, the Company must, until the aggregate amount
of its additional paid-in capital and legal reserve reaches one-quarter of its stated capital, set
aside in its additional paid-in capital and/or legal reserve an amount equal to one-tenth of the
amount of Surplus so distributed.
The amount of Surplus at any given time must be calculated in accordance with the following
formula:
A + B + C + D (E + F + G)
In the above formula, the alphabet from A to G is defined as follows:
A= the total amount of other capital surplus and other retained earnings, each such
amount being that appearing on its non-consolidated balance sheet as of the end of the last fiscal
year;
B= (if the Company has disposed of its treasury stock after the end of the last fiscal year)
the amount of the consideration for such treasury stock received by the Company less the book value
thereof;
C= (if the Company has reduced its stated capital after the end of the last fiscal year) the
amount of such reduction less the portion thereof that has been transferred to additional paid-in
capital or legal reserve (if any);
D= (if the Company has reduced its additional paid-in capital or legal reserve after the end
of the last fiscal year) the amount of such reduction less the portion thereof that has been
transferred to stated capital (if any);
E= (if the Company has cancelled its treasury stock after the end of the last fiscal year)
the book value of such treasury stock;
F= (if the Company has distributed Surplus to its shareholders after the end of the last
fiscal year) the total book value of the Surplus so distributed;
50
G= certain other amounts set forth in the ordinances of the Ministry of Justice, including
(if the Company has reduced Surplus and increased its stated capital, additional paid-in capital or
legal reserve after the end of the last fiscal year) the amount of such reduction and (if the
Company have distributed Surplus to the shareholders after the end of the last fiscal year) the
amount set aside in the additional paid-in capital or legal reserve (if any) as required by the
ordinances of the Ministry of Justice.
The aggregate book value of Surplus distributed by the Company may not exceed a prescribed
distributable amount (the Distributable Amount), as calculated on the effective date of such
distribution. The Distributable Amount at any given time shall be equal to the amount of Surplus
less the aggregate of the following:
(a) the book value of the Companys treasury stock;
(b) the amount of consideration for the treasury stock disposed of by the Company after the
end of the last fiscal year; and
(c) certain other amounts set forth in the ordinances of the Ministry of Justice, including
(if the sum of one-half of goodwill and the deferred assets exceeds the total of stated capital,
additional paid-in capital and legal reserve, each such amount being that appearing on the
non-consolidated balance sheet as of the end of the last fiscal year) all or certain part of such
exceeding amount as calculated in accordance with the ordinances of the Ministry of Justice.
If the Company has become at its option a company with respect to which consolidated balance
sheets should also be taken into consideration in the calculation of the Distributable Amount
(renketsu haito kisei tekiyo kaisha), it will be required to further deduct from the amount of
Surplus the excess amount (if the amount is zero or below zero, zero) of (x) the total amount of
shareholders equity appearing on its non-consolidated balance sheet as of the end of the last
fiscal year and certain other amounts set forth in the ordinances of the Ministry of Justice over
(y) the total amount of shareholders equity and certain amounts set forth in the ordinances of the
Ministry of Justice appearing on its consolidated balance sheet as of the end of the last fiscal
year.
If the Company has prepared interim financial statements as described below, and if such
interim financial statements have been approved (unless exempted by the Corporation Law of Japan)
by a general meeting of shareholders, the Distributable Amount must be adjusted to take into
account the amount of profit or loss, and the amount of consideration for the treasury stock
disposed of by the Company, during the period in respect of which such interim financial statements
have been prepared. The Company may prepare non-consolidated interim financial statements
consisting of a balance sheet as of any date subsequent to the end of the last fiscal year and an
income statement for the period from the first day of the current fiscal year to the date of such
balance sheet. Interim financial statements so prepared by the Company must be approved by the
board of directors and audited by its independent auditors, as requires by the ordinances of the
Ministry of Justice.
Stock Splits
The Corporation Law of Japan permits the Company, by resolution of its Board of Directors, to
make stock splits, regardless of the value of net assets (as appearing in its latest
non-consolidated balance sheet) per share. In addition, by resolution of the Companys Board of
Directors, the Company may increase the authorized shares up to the number reflecting the rate of
stock splits and amend its Articles of Incorporation to this effect without the approval of a
shareholders meeting. For example, if each share became three shares by way of a stock split, the
Company may increase the authorized shares from the current 3,000,000,000 shares to 9,000,000,000
shares.
Japanese Unit Share System
The Companys Articles of Incorporation provided that 100 shares of common stock constitute
one unit. The Corporation Law of Japan permits the Company, by resolution of its Board of
Directors, to reduce the number of shares which constitutes one unit or abolish the unit share
system, and amend its Articles of Incorporation to this effect without the approval of a
shareholders meeting.
Transferability of Shares Representing Less than One Unit
The Company may not issue share certificates for a number of shares not constituting an
integral number of units, except in limited circumstances. Because the transfer of shares normally
requires delivery of the share certificates for the shares being transferred, shares constituting a
fraction of a unit and for which no share certificates are issued may not be transferable. Because
transfer of ADRs does not require a change in the ownership of the underlying shares, holders of
ADRs evidencing ADSs that constitute less than one unit of shares are not affected by these
restrictions in their ability to transfer the ADRs.
However, because transfers of less than one unit of the underlying shares are normally
prohibited under the unit share system, the deposit agreement provides that the right of ADR
holders to surrender their ADRs and withdraw the underlying shares for sale in Japan may only be
exercised as to whole units.
Right of a Holder of Shares Representing Less than One Unit to Require the Company to Purchase Its
Shares
A holder of shares representing less than one unit may at any time require the Company to
purchase its shares. These shares will be purchased at (a) the closing price of the shares reported
by the Tokyo Stock Exchange, Inc. (the Tokyo Stock Exchange) on the day when the request to
purchase is made or (b) if no sale takes place on the Tokyo Stock Exchange on that day, then the
price at which sale of shares is effected on such stock exchange immediately thereafter. In such
case, the Company will request payment of an amount equal to the brokerage commission applicable to
the shares purchased pursuant to its Regulations for Handling of Shares. However, because holders
of ADSs representing less than one unit are not able to withdraw the underlying shares from
deposit, these holders will not be able to exercise this right as a practical matter.
Right of a Holder of Shares Representing Less than One Unit to Purchase from the Company its Shares
up to a Whole Unit
The Articles of Incorporation of the Company provide that a holder of shares representing less
than one unit may require the Company to sell its shares to such holder so that the holder can
raise its fractional ownership to a whole unit. These shares will be sold at (a) the closing price
of the shares reported by the Tokyo Stock Exchange on the day when the request to sell becomes
effective or (b) if no sale has taken place on the Tokyo Stock Exchange on that day, then the price
at which sale of shares is effected on such stock exchange immediately thereafter. In such case,
the Company will request payment of an amount equal to the brokerage commission applicable to the
shares sold pursuant to its Regulations for Handling of Shares.
51
Voting Rights of a Holder of Shares Representing Less than One Unit
A holder of shares representing less than one unit cannot exercise any voting rights
pertaining to those shares. In calculating the quorum for various voting purposes, the aggregate
number of shares representing less than one unit will be excluded from the number of outstanding
shares. A holder of shares representing one or more whole units will have one vote for each whole
unit represented.
A holder of shares representing less than one unit does not have any rights relating to
voting, such as the right to participate in a demand for the resignation of a director, the right
to participate in a demand for the convocation of a general meeting of shareholders and the right
to join with other shareholders to propose an agenda item to be addressed at a general meeting of
shareholders. In addition, a holder of shares constituting less than one unit does not have the
right to require the Company to issue share certificates for those shares.
However, a holder of shares constituting less than one unit has all other rights of a
shareholder in respect of those shares, including the following rights:
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to receive annual and interim dividends, |
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to receive cash or other assets in case of consolidation or split of shares, exchange or transfer of shares or corporate merger, |
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to be allotted rights to subscribe for free for new shares when such rights are granted to shareholders, and |
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to participate in any distribution of surplus assets upon liquidation. |
Ordinary and Extraordinary General Meeting of Shareholders
The Company normally holds its ordinary general meeting of shareholders in March of each year
in Ohta-ku, Tokyo or in a neighboring area. In addition, the Company may hold an extraordinary
general meeting of shareholders whenever necessary by giving at least two weeks advance notice.
Under the Corporation Law of Japan, notice of any shareholders meeting must be given to each
shareholder having voting rights or, in the case of a non-resident shareholder, to his resident
proxy or mailing address in Japan in accordance with the Companys Regulations for Handling of
Shares, at least two weeks prior to the date of the meeting.
Voting Rights
A shareholder is generally entitled to one vote per one unit of shares as described in this
paragraph and under Japanese Unit Share System above. In general, under the Corporation Law of
Japan, a resolution can be adopted at a general meeting of shareholders by a majority of the shares
having voting rights represented at the meeting. The Corporation Law of Japan and the Companys
Articles of Incorporation require a quorum for the election of directors and corporate auditors of
not less than one-third of the total number of outstanding shares having voting rights. The
Companys shareholders are not entitled to cumulative voting in the election of Directors. A
corporate shareholder whose outstanding shares are in turn more than one-quarter directly or
indirectly owned by the Company does not have voting rights. Shareholders may exercise their voting
rights through proxies, provided that those proxies are also shareholders who have voting rights.
Pursuant to the Corporation Law of Japan and the Companys Articles of Incorporation, a quorum
of not less than one-third of the outstanding shares with voting rights must be present at a
shareholders meeting to approve any material corporate actions such as:
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a reduction of stated capital, |
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amendment of the Articles of Incorporation (except amendments which the Board of Directors are authorized to make under the
Corporation Law of Japan as described in Stock Splits and Japanese Unit Share System above), |
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the removal of a director or corporate auditor, |
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establishment of a 100% parent-subsidiary relationship by way of share exchange or share transfer, |
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a dissolution, merger or consolidation, |
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a corporate separation, |
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the transfer of the whole or an important part of the Companys business, |
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the taking over of the whole of the business of any other corporation, |
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any issuance of new shares at a specially favorable price, stock acquisition rights (shinkabu yoyakuken) with specially
favorable conditions or bonds with stock acquisition rights (shinkabu yoyakuken-tsuki shasai) with specially favorable
conditions to persons other than shareholders, |
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release of part of Directors or Corporate Auditors liabilities to the Company, |
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distribution of Surplus in kind with respect to which shareholders are not granted the right to require the Company to make
such distribution in cash instead of in kind, |
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purchase of shares by the Company from a specific shareholder other than its subsidiaries, |
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consolidation of shares, and |
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discharge of a portion of liabilities of Directors, Corporate Auditors or independent auditors that are owed to the Company. |
At least two-thirds of the outstanding shares having voting rights present at the meeting must
approve these actions.
The voting rights of holders of ADSs are exercised by the depositary based on instructions
from those holders.
Subscription Rights
Holders of shares have no pre-emptive rights. Authorized but un-issued shares may be issued at
such times and upon such terms as the board of directors determines, subject to the limitations as
to the issue of new shares at a specially favorable price mentioned in Voting Rights above. The
board of directors may, however, determine that shareholders be given subscription rights to new
shares, in which case they must be given on uniform terms to all shareholders as of a record date
of which not less than two weeks prior public notice of the date on which such subscription rights
must be given. Each of the shareholders to whom such rights are given must also be given at least
two weeks prior notice of the date on which such rights will expire.
52
Stock Acquisition Rights
The Company may issue stock acquisition rights or bonds with stock acquisition rights (in
relation to which the stock acquisition rights are undetachable). Except where the issue would be
on specially favorable conditions mentioned in Voting Rights above, the issue of stock
acquisition rights or bonds with stock acquisition rights may be authorized by a resolution of the
board of directors. Subject to the terms and conditions thereof, holders of stock acquisition
rights may acquire a prescribed number of shares by exercising their stock acquisition rights and
paying the exercise price at any time during the exercise period thereof. Upon exercise of stock
acquisition rights, the Company will be obliged to either issue the relevant number of new shares
or transfer the necessary number of existing shares held by it as treasury stock to the holder. The
entitlements accorded to stock acquisition rights attached to bonds are substantially similar to
those accorded to stock acquisition rights issued without being attached to bonds, provided that,
if so determined by the board of directors at the time of its resolution authorizing the issue of
the relevant bonds with stock acquisition rights, then, upon exercise of the stock acquisition
rights, their exercise price will be deemed to have been paid by the holder thereof to the Company
in lieu of the Company redeeming the relevant bonds.
Liquidation Rights
In the event of liquidation, the assets remaining after payment of all debts, liquidation
expenses and taxes will be distributed among the shareholders in proportion to the number of shares
they own.
Liability to Further Calls or Assessments
All of the Companys currently outstanding shares, including shares represented by the ADSs,
are fully paid and nonassessable.
Share Registrar
Mizuho Trust & Banking Co., Ltd. (Mizuho Trust) is the share registrar for the Companys
shares. Mizuho Trusts office is located at 2-1, Yaesu 1-chome, Chuo-ku, Tokyo, Japan. Mizuho Trust
maintains the Companys register of shareholders and records transfers of record ownership upon
presentation of share certificates.
Record Date
The close of business on December 31 is the record date for the Companys year-end dividends,
if paid. June 30 is the record date for interim dividends, if paid. A holder of shares constituting
one or more whole units who is registered as a holder on the Companys register of shareholders at
the close of business as of December 31 is also entitled to exercise shareholders voting rights at
the ordinary general meeting of shareholders with respect to the fiscal year ending on December 31.
In addition, the Company may set a record date for determining the shareholders entitled to other
rights and for other purposes by giving at least two weeks public notice.
The shares generally trade ex-dividend or ex-rights in the Japanese stock exchanges on the
third business day before a record date (or if the record date is not a business day, the fourth
business day prior thereto), for the purpose of dividends or rights offerings.
Repurchase by the Company of Shares
Under the Corporation Law of Japan, the Company may acquire its shares (i) by soliciting all
shareholders to offer to sell its shares held by them (in this case, the certain terms of such
acquisition, such as the total number of the shares to be purchased and the total amount of the
consideration, shall be set by an ordinary resolution of a general meeting of shareholders in
advance, and acquisition shall be effected pursuant to a resolution of the board of directors),
(ii) from a specific shareholder other than any of the Companys subsidiaries (pursuant to a
special resolution of a general meeting of shareholders), (iii) from any of the Companys
subsidiaries (pursuant to a resolution of the board of directors), or (iv) by way of purchase on
any Japanese stock exchange on which the Companys shares are listed by way of tender offer (in
either case pursuant to a resolution of the board directors). In the case of (ii) above, if the
purchase price or any other consideration to be received by the relevant specific shareholder
exceeds the then market price of the Companys shares calculated in a manner set forth in the
ordinances of the Ministry of Justice, any other shareholder may make a request to a representative
director to be included as a seller in the proposed acquisition by the Company.
The total amount of the purchase price of the Companys shares may not exceed the
Distributable Amount, as described in Restriction on Distributions of Surplus above.
In addition, the Company may acquire its shares by means of repurchase of any number of shares
constituting less than one unit upon the request of the holder of those shares, as described under
Japanese Unit Share System above.
C. Material contracts
All contracts entered into by us during the two years preceding the date of this annual
report were entered into in the ordinary course of business.
53
D. Exchange controls
(a) Information with respect to Japanese exchange regulations affecting the Companys security
holders are as follows:
The Foreign Exchange and Foreign Trade Law of Japan and the cabinet orders and ministerial ordinances thereunder (the Foreign Exchange
Regulations) govern certain aspects relating to the issuance of securities by the Company and
the acquisition and holding of such securities by non-residents of Japan and by foreign
investors, as hereinafter defined.
Non-residents of Japan are defined as individuals who are not resident in Japan and
corporations whose principal offices are located outside Japan. Generally, branches and other
offices of Japanese corporations located outside Japan are regarded as non-residents of Japan,
while branches and other offices located within Japan of non-resident corporations are regarded
as residents of Japan. Foreign investors are defined to be (i) individuals not resident in
Japan, (ii) corporations which are organized under the laws of foreign countries or whose
principal offices are located outside Japan, (iii) corporations of which 50% or more of the
shares are held by (i) and / or (ii) above and (iv) corporations in respect of which (a) a
majority of the officers are non-resident individuals or (b) a majority of the officers having
the power to represent the corporation are non-resident individuals.
Issuance of Securities by the Company:
Under the Foreign Exchange Regulations, the issue of securities outside Japan by the Company
is, in principle, not subject to a prior notification requirement, but subject to a post
reporting requirement of the Minister of Finance. Under the Foreign Exchange Regulations as
currently in effect, payments of principal, premium and interest in respect of securities and any
additional amounts payable pursuant to the terms thereof may in general be paid when made without
any restrictions under the Foreign Exchange Regulations.
Acquisition of Shares:
In general, the acquisition of shares of stock of a Japanese company listed on any Japanese
stock by a non-resident of Japan from a resident of Japan is not subject to a prior notification
requirement, but subject to a post reporting requirement of the Minister of Finance by such
resident.
In the case where a foreign investor intends to acquire listed shares (whether from a
resident or a non-resident of Japan, from another foreign investor or from or through a
designated securities company) and as a result of such acquisition the number of shares held,
directly or indirectly, by such foreign investor would become 10% or more of the total
outstanding shares of the company, the foreign investor must generally report such acquisition to
the Minister of Finance and other Ministers having jurisdiction over the business of the subject
company within 15 days from and including the date of such acquisition. In certain exceptional
cases, a prior notification is required in respect of such acquisition.
Acquisition of Shares upon Exercise of Rights for Subscription of Shares:
The acquisition by a non-resident of Japan of shares upon exercise of his rights for
subscription of shares is exempted from the notification and reporting requirements described
under Acquisition of Shares above.
Dividends and Proceeds of Sales:
Under the Foreign Exchange Regulations currently in effect, dividends paid on, and the
proceeds of sale in Japan of, the shares held by non-residents of Japan may be converted into any
foreign currency and repatriated abroad. The acquisition of shares by non-resident
shareholders by way of stock splits is not subject to any of the aforesaid notification
requirements.
(b) Reporting of Substantial Shareholdings:
The
Financial Instruments and Exchange Law of Japan requires any person who has become, beneficially
and solely or jointly, a holder of more than 5% of the total outstanding voting shares of capital
stock of a company listed on any Japanese stock exchange to file with the relevant Local Finance
Bureau of the Minister of Finance within five business days a report concerning such share
ownership. A similar report must also be made in respect of any subsequent change of 1% or more
in any such holding. Copies of any such report must also be furnished to the issuer of such
shares and all Japanese stock exchanges on which the shares are listed. For this purpose, shares
issuable exercise of rights for subscription of shares held by such holder are taken into account
in determining both the size of a holding and a companys total outstanding share capital.
54
E. Taxation
1. Taxation in Japan
Generally, a non-resident of Japan or non-Japanese corporation ( Non-Resident Holders) is
subject to Japanese withholding tax on dividends paid by Japanese corporations. Stock splits are
not subject to Japanese income tax. Due to the 2001 Japanese tax legislation, a conversion of
retained earnings or legal reserve (but, not additional paid-in capital, in general) into stated
capital (whether made in connection with a stock split or otherwise) is no longer treated as a
deemed dividend payment to shareholders for Japanese tax purposes. Thus, such a conversion does not
trigger Japanese withholding taxation. (Article 2 (16) of the Japanese Corporation Tax Law and
Article 8 (1) (xv) of the Japanese Corporation Tax Law Enforcement Order).
Japan is a party to a number of income tax treaties, conventions and agreements, (collectively
Tax Treaties), whereby the maximum withholding tax rate for dividend payments is set at, in most
cases, 15% for portfolio investors who are Non-Resident Holders. Specific countries with which such
Tax Treaties have been entered into include Australia, Belgium, Canada, Denmark, Finland,
Germany, Ireland, Italy, Luxembourg, The Netherlands, New Zealand, Norway, Singapore, Spain,
Sweden, and Switzerland. Pursuant to the Convention Between the Government of the United States of
America and the Government of Japan for the Avoidance of Double Taxation and the Prevention of
Fiscal Evasion with Respect to Taxes on Income, or the Treaty, dividend payments made by a Japanese
corporation to a U.S. resident or corporation, unless the recipient of the dividend has a
permanent establishment in Japan and the shares or ADSs with respect to which such dividends are paid are
effectively connected with such permanent establishment, will be subject to withholding tax at
rate of: (1) 10% for portfolio investors who are
qualified U.S. residents eligible for benefits of the Treaty; and (2) 0% (i.e., no withholding) for pension funds which are qualified U.S. residents
eligible for benefits of the Treaty, provided that the dividends are not derived from the carrying
on of a business, directly or indirectly, by such pension funds. The similar withholding tax
treatment applies under the new tax treaty between the United Kingdom and Japan for dividends
declared on or after January 1, 2007 due to the renewal of the tax treaty. The tax treaty between
France and Japan was renewed effective from January 1, 2008 under which the standard
treaty withholding rate for portfolio investors on dividends was reduced from 15% to 10%. In addition, the tax treaty between
Australia and Japan will be renewed and expected to be come into effect as of January 1, 2009 under which the standard treaty withholding rate on
dividends will be reduced from 15% to 10%. On the other hand, under the
Japanese Income Tax Law, the temporary rate of Japanese withholding tax applicable to dividends
paid with respect to listed shares, such as those paid by the Company
on shares or ADSs to Non-Resident Holders is
currently 7%, which is applicable to December 31, 2008 (15% rate
(10% for eligible U.S. residents by virtue of the operation of the tax treaty) will apply thereafter, in general), except for dividends paid to any individual
shareholder who holds 5% or more of the total issued shares for which the applicable rate is 20%.
While the treaty rate normally overrides the domestic rate, due to the so-called preservation
doctrine under Article 1(2) of the Treaty, and/or due to Article 3-2 of the Special Measures
Law for the Income Tax Law, Corporation Tax Law and Local Taxes Law with respect to the
Implementation of Tax Treaties, if the tax rate under the domestic tax law is lower than that
promulgated under the applicable income tax treaty, then the domestic tax rate is still applicable.
If the domestic tax rate applies, as will generally be the case until
December 31, 2008 for most
shareholders who are US residents or corporations, no treaty application is required to be filed.
Gains
derived from the sale outside Japan of Japanese corporations
shares or ADSs by a non-resident
of Japan or a non-Japanese corporation, or from the sale of Japanese
corporations shares or ADSs within
Japan by a non-resident of Japan as an occasional transaction or by a non-Japanese corporation not
having a permanent establishment in Japan, are generally not subject to Japanese income or
corporation taxes, provided that the seller is a portfolio investor. Japanese inheritance and gift
taxes at progressive rates may apply to an individual who has acquired Japanese corporations
shares as a distributee, legatee or donee.
2. Taxation in the United States
The
following is a discussion of material U.S. federal income tax consequences of owning and disposing of Canon shares or ADSs to the persons described below, but it does not
purport to be a comprehensive description of all of the tax considerations that may be relevant to
a particular persons decision to acquire, hold or dispose of such securities. The discussion
applies only if you hold Canon shares or ADSs as capital assets for U.S. federal income tax
purposes and it does not address special classes of holders, such as:
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certain financial institutions; |
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insurance companies; |
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dealers and traders in securities or foreign currencies; |
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persons holding Canon shares or ADSs as part of a hedge, straddle, conversion or other integrated transaction; |
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persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
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partnerships or other entities classified as partnerships for U.S. federal income tax purposes; |
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persons liable for the alternative minimum tax; |
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tax-exempt organizations; |
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persons holding Canon shares or ADSs that own or are deemed to own 10% or more of any class of Canon stock; or |
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persons who acquired Canon shares or ADSs pursuant to the exercise of any employee stock option or otherwise as compensation. |
This discussion is based on the Internal Revenue Code of 1986, as amended, administrative
pronouncements, judicial decision and final, temporary and proposed Treasury regulations, all as of
the date hereof. These laws are subject to change, possibly on a retroactive basis. It is also
based in part on representations by the depositary and assumes that each obligation under the
deposit agreement and any related agreement will be performed in accordance with its terms. An
investor should consult its own tax advisers concerning the U.S. federal, state, local and foreign
tax consequences of purchasing, owning and disposing of Canon shares or ADSs in its particular
circumstances.
As used herein, a U.S. holder is a beneficial owner of Canon shares or ADSs that is, for
U.S. federal tax purposes:
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a citizen or resident of the United States; |
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a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the
United States or any political subdivision thereof; or |
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an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. |
In
general, if a U.S. holder owns ADSs, it will be treated for U.S. federal income tax
purposes as the owner of the underlying shares represented by those ADSs. Accordingly, no gain or
loss will be recognized if a U.S. holder exchanges ADSs for the underlying shares represented by
those ADSs.
55
The U.S. Treasury has expressed concerns that parties to whom ADSs are pre-released may be
taking actions that are inconsistent with the claiming of foreign tax credits for U.S. holders of
ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax
applicable to dividends received by certain non-corporate U.S. holders. Accordingly, the analysis
of the creditability of Japanese taxes and the reduced rates of taxation applicable to dividends
received by certain non-corporate U.S. holders, both as described below, could be affected by
actions that may be taken by parties to whom ADSs are pre-released.
This discussion assumes that Canon was not a passive foreign investment company for 2007, as
described below.
Taxation of Distributions
Distributions paid on Canon shares or ADSs, other than certain pro rata distributions of
common shares, to the extent paid out of Canons current or accumulated earnings and profits (as
determined under U.S. federal income tax principles) will be treated
as dividends. Because Canon does not maintain calculations of its
earnings and profits under U.S. federal income tax principles, it is
expected that distributions generally will be reported to U.S.
holders as dividends. The amount of a
dividend will include any amounts withheld by Canon or its paying agent in respect of Japanese
taxes. The amount of the dividend will be treated as foreign-source dividend income and will not be
eligible for the dividends-received deduction generally allowed to U.S. corporations. Subject to
applicable limitations that may vary depending upon a U.S. holders individual circumstances and
the concerns expressed by the U.S. Treasury, dividends paid to certain non-corporate holders in
taxable years beginning before January 1, 2011 will be taxable at a maximum rate of 15%.
Non-corporate U.S. holders should consult their own tax advisers to determine whether they are
subject to any special rules that limit their ability to be taxed at this favorable rate.
Dividends paid in Japanese yen will be included in a U.S. holders income in a U.S. dollar
amount calculated by reference to the exchange rate in effect on the date of receipt of the
dividend by the U.S. holders, in the case of Canon shares, or by the depository, in the case of
ADSs, regardless of whether the payment is in fact converted into U.S. dollars at that time. If the
dividend is converted into U.S. dollars on the date of receipt, a U.S. holder generally should not
be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S.
holder may have foreign currency gain or loss if the dividend
is not converted into U.S. dollars on the date of receipt.
Japanese
income taxes withheld from cash dividends on Canon shares or ADSs will be creditable against
a U.S. holders U.S. federal income tax liability, subject to applicable limitations that may vary
depending upon a U.S. holders circumstances and the concerns expressed by the U.S. Treasury.
Instead of claiming a credit, a U.S. holder may, at its election, deduct such Japanese taxes in
computing its income, subject to generally applicable limitations
under U.S. law. A U.S. holder should consult its own tax adviser
regarding the availability of foreign tax credits in its particular
circumstances.
Sale and Other Disposition of Canon Shares or ADSs
For U.S. federal income tax purposes, gain or loss a U.S. holder realizes on the sale or other
disposition of Canon shares or ADSs will be capital gain or loss, and will be long-term capital
gain or loss if such holder held the Canon shares or ADSs for more than one year. The amount of a
U.S. holders gain or loss will be equal to the difference between its U.S. dollar tax basis in the
Canon shares or ADSs disposed of and the U.S. dollar amount realized on the disposition. Such gain
or loss will generally be U.S. source gain or loss for foreign tax credit purposes.
Passive Foreign Investment Company Rules
Canon believes that it was not a passive foreign investment company (PFIC) for U.S. federal
income tax purposes for 2007. However, since PFIC status depends upon the composition of Canons
income and assets and the market value of its assets (including, among others, goodwill and equity
investments in less than 25% owned entities) from time to time, there can be no assurance that
Canon will not be considered a PFIC for any taxable year. If Canon were treated as a PFIC for any
taxable year during which a U.S. holder held Canon shares or ADSs, certain adverse tax consequences
could apply to such U.S. holder.
If Canon were treated as a PFIC for any taxable year during which a U.S. holder held Canon
shares or ADSs, gain recognized by a U.S. holder on the sale or other disposition of Canon shares
or ADSs would be allocated ratably over its holding period for such securities. The amounts
allocated to the taxable year of the sale or other disposition and to any year before Canon became
a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be
subject to tax at the highest rate in effect in such taxable year for individuals or corporations,
as appropriate, and an interest charge would be imposed on the tax liability attributable to such
allocated amounts. Further, any distribution in respect of Canon shares or ADSs in excess of 125%
of the average of the annual distributions on such securities received by a U.S. holder during the
preceding three years or its holding period, whichever is shorter, would be subject to taxation as
described above. Certain elections (including a mark-to-market election) may be available to a U.S.
holder that may mitigate the adverse tax consequences resulting from PFIC status.
In addition, if Canon were treated as a PFIC in a taxable year in which it pays a dividend or
the prior taxable year, the 15% dividend rate discussed above with respect to dividends paid to
certain non-corporate U.S. holders would not apply.
Information Reporting and Backup Withholding
Payment of dividends and sales proceeds that are made within the United States or through
certain U.S.-related financial intermediaries generally are subject to information reporting and to
backup withholding unless the U.S. holder is a corporation or other exempt recipient or, in the
case of backup withholding, the U.S. holder provides a correct taxpayer identification number and
certify that no loss of exemption from backup withholding has occurred.
The amount of any backup withholding from a payment to a U.S. holder will be allowed as a
credit against such holders U.S. federal income tax liability and may entitle it to a refund,
provided that the required information is furnished to the Internal Revenue Service.
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F. Dividends and paying agents
Not applicable.
G. Statement by experts
Not applicable.
H. Documents on display
According to the Securities Exchange Act of 1934, as amended, the Company is subject to the
requirements of informational disclosure. The Company files various reports and other information,
including Form 20-F and Annual Reports, with the Securities Exchange Commission and the NYSE. These
reports may be inspected at the following sites.
Securities Exchange Commission (Public Reference Room):
100 F Street, N.E., Washington D.C. 20549
New York Stock Exchange, Inc.:
20 Broad Street, New York, New York 10005
Form 20-F is also available at the Electronic Data Gathering, Analysis, Retrieval system
(EDGAR) website which is maintained by the Securities Exchange Commission.
Securities Exchange Commission Home Page:
http://www.sec.gov
I. Subsidiary information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Market risk exposures
Canon is exposed to market risks, including changes in foreign currency exchange rates,
interest rates and prices of marketable securities and investments. In order to hedge the risks of
changes in foreign currency exchange rates, Canon uses derivative financial instruments.
Equity price risk
Canon holds marketable securities included in current assets as short-term investments, which
consist generally of highly-liquid and low-risk instruments. Investments included in noncurrent
assets are held as long-term investments. Canon does not hold marketable securities and investments
for trading purposes.
Maturities and fair values of such marketable securities and investments were as follows at
December 31, 2007 and 2006.
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
Cost |
|
|
Fair value |
|
|
Cost |
|
|
Fair value |
|
|
|
|
|
|
|
(Millions of yen) |
|
|
|
|
|
Due within one year |
|
¥ |
51 |
|
|
¥ |
51 |
|
|
¥ |
295 |
|
|
¥ |
294 |
|
Due after one year through five years |
|
|
3,430 |
|
|
|
3,638 |
|
|
|
5,606 |
|
|
|
7,104 |
|
Due after five years |
|
|
3,822 |
|
|
|
4,726 |
|
|
|
2,891 |
|
|
|
2,947 |
|
Equity securities |
|
|
12,666 |
|
|
|
22,316 |
|
|
|
12,648 |
|
|
|
29,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
19,969 |
|
|
¥ |
30,731 |
|
|
¥ |
21,440 |
|
|
¥ |
40,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
Cost |
|
|
Fair value |
|
|
Cost |
|
|
Fair value |
|
|
|
|
|
|
|
(Millions of yen) |
|
|
|
|
|
Due within one year |
|
¥ |
10,115 |
|
|
¥ |
10,115 |
|
|
¥ |
10,151 |
|
|
¥ |
10,151 |
|
Due after one year through five years |
|
|
|
|
|
|
|
|
|
|
10,311 |
|
|
|
10,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
10,115 |
|
|
¥ |
10,115 |
|
|
¥ |
20,462 |
|
|
¥ |
20,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57
Foreign currency exchange rate and interest rate risk
Canon operates internationally, exposing it to the risk of changes in foreign currency
exchange rates. Derivative financial instruments are comprised principally of foreign currency
exchange contracts utilized by the Company and certain of its subsidiaries to reduce the risk.
Canon assesses foreign currency exchange rate risk by continually monitoring changes in the
exposures and by evaluating hedging opportunities. Canon does not hold or issue derivative
financial instruments for trading purposes. Canon is also exposed to credit-related losses in the
event of non-performance by counterparties to derivative financial instruments, but it is not
expected that any counterparties will fail to meet their obligations, because most of the
counterparties are internationally recognized financial institutions and contracts are diversified
across a number of major financial institutions.
Canons international operations expose Canon to the risk of changes in foreign currency
exchange rates. Canon uses foreign exchange contracts to manage certain foreign currency exchange
exposures principally from the exchange of U.S. dollars and euros into Japanese yen. These contracts
are primarily used to hedge the foreign currency exposure of forecasted intercompany sales and
intercompany trade receivables which are denominated in foreign currencies. In accordance with
Canons policy, a specific portion of foreign currency exposure resulting from forecasted
intercompany sales are hedged using foreign exchange contracts which principally mature within
three months.
The following table provides information about Canons major derivative financial instruments
related to foreign currency exchange transactions existing at December 31, 2007. All of the foreign
exchange contracts described in the following table have a contractual maturity date in 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
|
|
|
|
|
U.S.$ |
|
|
euro |
|
|
Others |
|
|
Total |
|
Forwards to sell foreign currencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract amounts |
|
¥ |
361,582 |
|
|
¥ |
294,355 |
|
|
¥ |
41,303 |
|
|
¥ |
697,240 |
|
Estimated fair value |
|
|
(6,253 |
) |
|
|
(5,132 |
) |
|
|
(62 |
) |
|
|
(11,447 |
) |
Forwards to buy foreign currencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract amounts |
|
¥ |
29,826 |
|
|
¥ |
2,451 |
|
|
¥ |
14,620 |
|
|
¥ |
46,897 |
|
Estimated fair value |
|
|
(53 |
) |
|
|
9 |
|
|
|
(38 |
) |
|
|
(82 |
) |
Changes in the fair value of derivative financial instruments designated as cash flow hedges,
including foreign exchange contracts associated with forecasted intercompany sales, are reported in
accumulated other comprehensive income (loss). These amounts are subsequently reclassified into
earnings through other income (deductions) in the same period as the hedged items affect earnings.
Substantially all amounts recorded in accumulated other comprehensive income (loss) at year-end are
expected to be recognized in earnings over the next 12 months. Canon excludes the time value
component from the assessment of hedge effectiveness. Changes in the fair value of a foreign
exchange contract for the period between the date that the forecasted intercompany sales occur and its
maturity date are recognized in earnings and not considered hedge ineffectiveness.
The amount of the hedging ineffectiveness was not material for the years ended December 31,
2007, 2006 and 2005. The amount of net gains or losses excluded from the assessment of hedge
effectiveness (time value component) which was recorded in other income (deductions) was net
losses of ¥6,883 million, ¥5,917 million and ¥3,725 million for the years ended
December 31, 2007, 2006 and 2005, respectively.
Canon has entered into certain foreign currency exchange contracts to manage its foreign currency
exposures. These foreign currency exchange contracts have not been designated as hedges.
Accordingly, the changes in fair values of the contracts are recorded in earnings immediately.
Canons
long-term debt consists generally of fixed rate. Accordingly, Canon considers interest rate risk
is insignificant. For debt obligations, the table below presents principal cash flows by expected
maturity dates and related weighted average interest rates, as of December 31, 2007.
Long-term debt (including due within one year)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Expected maturity date |
|
|
|
interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
rates |
|
|
Total |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
Thereafter |
|
|
fair value |
|
|
|
|
|
|
|
|
|
|
|
(Millions of yen except interest rate data) |
|
Year ended December 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen notes |
|
|
2.27 |
% |
|
¥ |
10,000 |
|
|
¥ |
10,000 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
10,065 |
|
Japanese yen convertible debentures |
|
|
1.30 |
|
|
|
128 |
|
|
|
128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
668 |
|
Other long-term debt |
|
|
1.80 |
|
|
|
13,981 |
|
|
|
5,301 |
|
|
|
4,052 |
|
|
|
2,446 |
|
|
|
1,504 |
|
|
|
455 |
|
|
|
223 |
|
|
|
13,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
¥ |
24,109 |
|
|
¥ |
15,429 |
|
|
¥ |
4,052 |
|
|
¥ |
2,446 |
|
|
¥ |
1,504 |
|
|
¥ |
455 |
|
|
¥ |
223 |
|
|
¥ |
24,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Expected maturity date |
|
|
|
interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
rates |
|
|
Total |
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
Thereafter |
|
|
fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of yen except interest rate data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen notes |
|
|
2.61 |
% |
|
¥ |
20,000 |
|
|
¥ |
10,000 |
|
|
¥ |
10,000 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
20,319 |
|
Japanese yen convertible debentures |
|
|
1.30 |
|
|
|
318 |
|
|
|
|
|
|
|
318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,819 |
|
Other long-term debt |
|
|
1.34 |
|
|
|
10,734 |
|
|
|
5,263 |
|
|
|
3,132 |
|
|
|
1,832 |
|
|
|
418 |
|
|
|
69 |
|
|
|
20 |
|
|
|
10,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
¥ |
31,052 |
|
|
¥ |
15,263 |
|
|
¥ |
13,450 |
|
|
¥ |
1,832 |
|
|
¥ |
418 |
|
|
¥ |
69 |
|
|
¥ |
20 |
|
|
¥ |
32,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 12. Description of Securities Other than Equity Securities
Not applicable.
58
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
The Corporation Law of Japan, which came into effect on May 1, 2006, generally maintained the
unit share system under the Commercial Code of Japan. The Companys Articles of Incorporation
provide that 100 shares constitute one unit.
Under the unit share system, shareholders have one voting right for each unit of shares they
hold. Shares not constituting a full unit will carry all shareholders rights except for those
relating to voting rights.
The Companys Articles of Incorporation provide that no share certificates shall, in general,
be issued with respect to any shares constituting less than one unit. Consequently, no certificates
for shares other than a full unit or an integral multiple thereof will be issued unless the Company
determines that it is necessary to issue such certificates for protection of the holders of shares
constituting less than one unit. As the transfer of shares normally requires delivery of the
relevant share certificates, any fraction of a unit for which no share certificates are issued will
not be transferable.
A holder of shares constituting less than one unit may at any time require the Company
(through the participating institution in the case of a beneficial shareholder under the central
clearing system) to purchase such shares at the last selling price of a share as reported by the
Tokyo Stock Exchange, Inc. on the day when such request is made.
Shareholders (including beneficial owners) who own less than one unit of shares may request
that the Company sell them a number of shares which, when added to their less than one unit shares,
would equal one unit of shares; provided, however, that the Company is not obliged to do so if the
Company does not own its own shares in the number which it is requested to sell.
A holder of shares constituting less than one unit is entitled as a shareholder to the rights
(i) to receive distribution of dividends of profit or interest, (ii) to receive cash or other
assets in case of consolidation or split of shares, exchange or transfer of shares or corporate
merger, (iii) to be allotted rights to subscribe for free for new shares when such rights are
granted to shareholders; and (iv) to participate in any distribution of surplus assets upon
liquidation. Such holder cannot exercise any voting rights pertaining to those shares. For
calculation of the quorum for various voting purposes, the aggregate number of shares constituting
less than one unit will be excluded from the number of voting rights.
Under the Companys unit share system, the depositary under the Deposit Agreement may be
unable to deliver share certificates with respect to those shares otherwise deliverable upon the
surrender of ADRs which do not constitute one or more complete units. In such case, the Deposit
Agreement provides that the depositary will promptly advise the holder of the amount of such
shares, deliver to the holder a new ADR evidencing such shares, and notify the holder of the
additional amount of ADRs which the holder must surrender in order for the depositary to effect
delivery of share certificates for all of shares represented by the holders ADSs.
Item 15. Controls and Procedures
Evaluation of disclosure controls and procedures
Canons disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed in this report is recorded, processed, summarized and reported
on a timely basis.
As of December 31, 2007, Canon, under the supervision and with the participation of its
management, including the chief executive officer and the chief financial officer, performed an
evaluation of the effectiveness of its disclosure controls and procedures, as such term is defined
in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. Based on this evaluation,
Canons chief executive officer and chief financial officer concluded that Canons disclosure
controls and procedures are effective at the reasonable assurance level for gathering, analyzing
and disclosing the information Canon is required to disclose in the reports it files under the
Securities Exchange Act of 1934, as amended, within the time periods specified in the SECs rules
and forms.
Managements Report on Internal Control over Financial Reporting
The management of Canon is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under
the supervision of, the companys principal executive and principal financial officers and effected
by the companys board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that (1) pertain to the
maintenance of records that is in
reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
59
Canons management assessed the effectiveness of internal control over financial reporting as
of December 31, 2007. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework (the COSO criteria).
Based on its assessment, management concluded that, as of December 31, 2007, Canons internal
control over financial reporting was effective based on the COSO criteria.
Canons independent registered public accounting firm, Ernst & Young ShinNihon, has issued an
audit report on the effectiveness of our internal control over financial reporting. This report
appears in item 17.
Changes in internal controls over financial reporting
There has been no change in Canons internal control over financial reporting that occurred
during the period covered by this Annual Report that has materially affected, or is reasonably
likely to materially affect, its internal control over financial reporting.
Item 16A. Audit Committee Financial Expert
Canons Board of Directors has determined that Kunihiro Nagata qualifies as an audit
committee financial expert as defined by the rules of the SEC. Mr. Nagata began his career at
Canon in 1970, and since that time has worked in the field of finance and accounting for nearly
thirty years. From 1996 to 1999, Mr. Nagata served as a senior manager of the Accounting Planning &
Administration Division, the division responsible for Canons consolidated reporting. Mr. Nagata
was elected as one of Canons corporate auditors at an ordinary general meeting of shareholders
held in March 2004. See Item 6.A. for additional information regarding Mr. Nagata. Mr. Nagata meets
the independence requirements imposed on corporate auditors as set forth by Japanese legal
provisions.
Item 16B. Code of Ethics
Canon maintains a Canon Group Code of Conduct, or Code of Conduct, applicable to all
executives and employees. The Code of Conduct sets forth provisions relating to honest and ethical
conduct (including the handling of conflicts of interest), compliance with applicable laws, rules
and regulations and accountability for adherence to the provisions of the Code of Conduct. In
addition, on March 31, 2004, the Board of Directors adopted a Code of Ethics as a supplement to
the Code of Conduct. This Code of Ethics applies to Canons President and Chief Executive Officer,
each member of the Board of Directors (which includes the Chief Financial Officer) and general
managers belonging to Canons accounting headquarters. The Code of Ethics requires full, fair,
accurate, timely and understandable disclosure in reports and documents that Canon files with or
submits to the SEC and in Canons other communications with the public, prompt internal reporting
of violations of the Code of Conduct or Code of Ethics, and accountability for adherence to their
provisions. Both the Code of Conduct and the Code of Ethics have been filed as exhibits to this
Annual Report.
Item 16C. Principal Accountant Fees and Services
Policy on Pre-Approval of Audit and Non-Audit Services of Independent Auditors
Canons board of corporate auditors consisting of five members, including three outside
corporate auditors, is responsible for the oversight of the services of its independent registered
public accounting firm. The board of corporate auditors has established Pre-Approval Policies and
Procedures for Audit and Non-Audit Services, effective as of May 28, 2003. These policies and
procedures govern the board of corporate auditors review and approval of the board of directors
engagement of Canons independent registered public accounting firm to render audit or non-audit
services. Non-audit services include audit-related services, tax services and other services, as
described in greater detail below under Fees and Services. Canon and any affiliate controlled by
Canon directly, indirectly or through one or more intermediaries must follow these policies and
procedures before any engagement of Canons independent registered public accounting firm for U.S.
securities law reporting purposes.
The policies and procedures stipulate three means by which audit and non-audit services may be
pre-approved, depending on the content of and the fee for the services.
|
|
All services provided to Canon necessary to perform an annual or
semi-annual audit or review to comply with the standards of the Public
Company Accounting Oversight Board (United States), in any
jurisdiction, including tax services and accounting consultation
necessary to comply with the standards of the Public Company
Accounting Oversight Board (United States) in those jurisdictions, and
any engagement of an Independent Registered Public Accounting Firm for
any audit or non-audit service involving estimated fees exceeding
¥10,000,000 per single engagement must be approved by the full board
of corporate auditors. |
|
|
Certain other services may be pre-approved under detailed categories
of audit and non-audit services established annually by the board of
corporate auditors, as long as those services do not exceed specified
maximum yen limits for aggregate fees relating to each of those
categories. Any engagement of an Independent Registered Public
Accounting Firm by these means must be reported to the board of
corporate auditors at its next regularly scheduled meeting. |
|
|
For services that are not covered by the above two means of
pre-approval, the board of corporate auditors has delegated
pre-approval authority to the Chairman of the board of corporate
auditors. Any engagement of an Independent Registered Public
Accounting Firm by the Chairman is required to be reported to the
board of corporate auditors at its next regularly scheduled meeting. |
Additional services may be pre-approved by the board of corporate auditors on an individual basis.
No services were provided for which pre-approval was waived pursuant to paragraph (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X.
60
Fees and Services.
The following table discloses the aggregate fees accrued or paid to Canons principal
accountant for each of the last two fiscal years and briefly describes the services performed:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Year ended |
|
|
|
December 31, 2007 |
|
|
December 31, 2006 |
|
|
|
(Millions of yen) |
|
Audit fees |
|
¥ |
2,503 |
|
|
¥ |
2,052 |
|
Audit-related fees |
|
|
16 |
|
|
|
69 |
|
Tax fees |
|
|
15 |
|
|
|
53 |
|
All other fees |
|
|
7 |
|
|
|
3 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
2,541 |
|
|
¥ |
2,177 |
|
|
|
|
|
|
|
|
Audit fees include fees billed for professional services rendered for audits of Canons annual
consolidated financial statements, limited review procedures of consolidated quarterly financial
information and statutory audits of the Company and its subsidiaries.
Audit-related fees include fees billed for assurance and related services such as due diligence,
accounting consultations and audits in connection with mergers and acquisitions, employee benefit
plan audits, internal control reviews, and consultations concerning financial accounting and
reporting standards.
Tax fees include fees billed for services related to tax compliance, including the preparation of
tax returns and claims for refund, tax planning and tax advice, including assistance with tax
audits and appeals, advice related to mergers and acquisitions, tax services for employee benefit
plans and assistance with respect to requests for rulings from tax authorities.
All other fees include fees billed primarily for services rendered with respect to learning
products and services.
Ernst & Young ShinNihon served as Canons principal accountant for fiscal 2007 and 2006.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Canon is relying on the general exemption contained in Rule 10A-3(c)(3) under the Exchange
Act. Because of such reliance, Canon does not have an audit committee which can act independently
and satisfy the other requirements of Rule 10A-3 under the Exchange Act.
According to Rule 10A-3 under the Exchange Act and NYSE listing standards, Canons board of
corporate auditors has been identified to act in place of an audit committee. The board of
corporate auditors meets the following requirements of the general exemption contained in Rule
10A-3(c)(3):
|
|
the board of corporate auditors is established pursuant to
applicable Japanese law and Canons Articles of Incorporation; |
|
|
under Japanese legal requirements, the board of corporate auditors is separate from the board of directors; |
|
|
the board of corporate auditors is not elected by the management of Canon and no executive officer of Canon is a member
of the board of corporate auditors; |
|
|
all of the members of the board of corporate auditors meet specific independence requirements from Canon and the Canon
group, the management and the auditing firm, as set forth by Japanese legal provisions; |
|
|
the board of corporate auditors, in accordance with and to the extent permitted by Japanese law, is responsible for the
appointment, retention and oversight of the work of Canons external auditors engaged for the purpose of issuing audit
reports on Canons annual financial statements; |
|
|
the board of corporate auditors adopted a complaints procedure (which became effective prior to July 31, 2005) in
accordance with Rule 10A-3(b)(3) of the Exchange Act; |
|
|
the board of corporate auditors is authorized to engage
independent counsel and other advisers, as it deems appropriate; and |
|
|
the board of corporate auditors is provided with appropriate funding for payment of (i) compensation to Canons
independent registered public accounting firm engaged for the purpose of issuing audit reports on Canons annual
financial statements, (ii) compensation to independent counsel and other advisers engaged by the board of corporate
auditors, and (iii) ordinary administrative expenses of the board of corporate auditors in carrying out its duties. |
Canons reliance on Rule 10A-3(c)(3) does not, in its opinion, materially adversely affect the
ability of its board of corporate auditors to act independently and to satisfy the other
requirements of Rule 10A-3.
61
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth, for each of the months indicated, the total number of shares
purchased by Canon, or on Canons behalf or by an any affiliated purchaser, the average price paid
per share, the number of shares purchased pursuant to the applicable shareholder resolution or
board resolution, which are publicly announced and the maximum number of shares that may yet be
purchased pursuant to these shareholder resolutions or board resolutions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
(a) Total Number of |
|
|
(b) Average Price |
|
|
(c) Total Number of |
|
|
(d) Maximum Number of |
|
|
|
Shares Purchased |
|
|
Paid per Share |
|
|
Shares Purchased as |
|
|
Shares that May |
|
|
|
|
|
|
|
|
|
|
|
Part of Publicly |
|
|
Yet Be Purchased |
|
|
|
|
|
|
|
|
|
|
|
Announced Plans or |
|
|
Under the Plans or |
|
|
|
(Shares) |
|
|
(Yen) |
|
|
Programs |
|
|
Programs |
|
January 1 - January 31 |
|
|
7,281 |
|
|
|
6,498 |
|
|
|
|
|
|
|
|
|
February 1 - February 28 |
|
|
7,118,730 |
|
|
|
6,585 |
|
|
|
7,113,700 |
|
|
|
|
|
March 1 - March 31 |
|
|
24,057,191 |
|
|
|
6,368 |
|
|
|
24,051,800 |
|
|
|
|
|
April 1 - April 30 |
|
|
5,547 |
|
|
|
6,478 |
|
|
|
|
|
|
|
|
|
May 1 - May 31 |
|
|
7,278 |
|
|
|
6,953 |
|
|
|
|
|
|
|
|
|
June 1 - June 30 |
|
|
5,418 |
|
|
|
7,200 |
|
|
|
|
|
|
|
|
|
July 1 - July 31 |
|
|
4,895 |
|
|
|
7,167 |
|
|
|
|
|
|
|
|
|
August 1 - August 31 |
|
|
22,419,109 |
|
|
|
6,292 |
|
|
|
22,416,300 |
|
|
|
|
|
September 1- September 30 |
|
|
17,167,914 |
|
|
|
6,348 |
|
|
|
17,165,100 |
|
|
|
|
|
October 1 - October 31 |
|
|
3,216 |
|
|
|
6,138 |
|
|
|
|
|
|
|
|
|
November 1 - November 30 |
|
|
1,798 |
|
|
|
5,644 |
|
|
|
|
|
|
|
|
|
December 1 - December 31 |
|
|
1,256 |
|
|
|
5,694 |
|
|
|
|
|
|
|
|
|
Notes:
(1) A resolution approved at the meeting of our board of directors held on February 15, 2007
authorized Canon to acquire up to 17 million shares with an aggregate purchase price of ¥100
billion during the period from February 16, 2007 through March 16, 2007.
(2) A resolution approved at the meeting of our board of directors held on March 8, 2007
authorized Canon to acquire up to 17 million shares with an aggregate purchase price of ¥100
billion during the period from March 9, 2007 through April 9, 2007.
(3) A resolution approved at the meeting of our board of directors held on July 31, 2007
authorized Canon to acquire up to 17 million shares with an aggregate purchase price of ¥100
billion during the period from August 1, 2007 through August 31, 2007.
(4) A resolution approved at the meeting of our board of directors held on August 23, 2007
authorized Canon to acquire up to 23 million shares with an aggregate purchase price of ¥100
billion during the period from August 24, 2007 through September 25, 2007.
(5) A resolution approved at the meeting of our board of directors held on September 14, 2007
authorized Canon to acquire up to 10 million shares with an aggregate purchase price of ¥50
billion during the period from September 18, 2007 through October 24, 2007.
(6) Canon
has completed all of its share repurchase plans or programs listed
above by December 31, 2007.
Column (a) represents the total number of shares purchased as fractional shares from
fractional shareowners in accordance with the Corporation Law of Japan, and the purchase of shares
from publicly announced plans which is shown in column (c). During the year ended December 31,
2007, the Company purchased 52,733 shares for a total purchase price of 347,398,310 yen upon such
requests from holders of shares consisting less than one full unit.
62
PART III
Item 17. Financial Statements
|
|
|
Consolidated financial statement of Canon Inc. and Subsidiaries: |
|
Page number |
|
|
|
|
|
64 |
|
|
|
|
|
66 |
|
|
|
|
|
67 |
|
|
|
|
|
68 |
|
|
|
|
|
69 |
|
|
|
|
|
70 |
|
|
|
Schedule: |
|
|
|
|
|
|
|
96 |
All other schedules are omitted as permitted by the rules and regulations of the Securities
and Exchange Commission as not applicable.
63
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
Canon Inc.
We have audited the accompanying consolidated balance sheets of Canon Inc. and subsidiaries as of
December 31, 2007 and 2006, and the related consolidated statements of income, stockholders
equity, and cash flows for each of the three years in the period ended December 31, 2007. Our
audits also included the financial statement schedule listed in the Index at Item 17. These
financial statements and schedule are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
The Companys consolidated financial statements do not disclose segment information required by
Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise
and Related Information. In our opinion, disclosure of segment information is required by U.S.
generally accepted accounting principles.
In our opinion, except for the omission of segment information as discussed in the preceding
paragraph, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Canon Inc. and subsidiaries at December 31, 2007 and 2006, and
the consolidated results of their operations and their cash flows for each of the three years in
the period ended December 31, 2007, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, in 2007 the Company changed its
method of accounting for depreciation.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Canon Inc.s internal control over financial reporting as of December 31,
2007, based on criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14,
2008 expressed an unqualified opinion thereon.
/s/ Ernst & Young ShinNihon
Tokyo, Japan
March 14, 2008
64
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
Canon Inc.
We have audited Canon Inc.s internal control over financial reporting as of December 31, 2007,
based on criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). Canon Inc.s management
is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the
accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the companys internal control over financial reporting based on our
audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Canon Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the accompanying consolidated balance sheets of Canon Inc. and subsidiaries
as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders
equity, and cash flows for each of the three years in the period ended December 31, 2007, and our
report thereon dated March 14, 2008 stated that, except for the omission of segment information
required by Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Canon Inc. and subsidiaries at
December 31, 2007 and 2006, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst & Young ShinNihon
Tokyo, Japan
March 14, 2008
65
Canon Inc. and Subsidiaries
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
¥ |
944,463 |
|
|
¥ |
1,155,626 |
|
Time deposits |
|
|
10,333 |
|
|
|
41,953 |
|
Marketable
securities (Notes 3 and 10) |
|
|
10,166 |
|
|
|
10,445 |
|
Trade receivables, net (Note 4) |
|
|
794,240 |
|
|
|
761,947 |
|
Inventories (Note 5) |
|
|
563,474 |
|
|
|
539,057 |
|
Prepaid expenses and other current assets (Notes 7 and 13) |
|
|
286,111 |
|
|
|
273,321 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
2,608,787 |
|
|
|
2,782,349 |
|
Noncurrent receivables (Note 19) |
|
|
15,239 |
|
|
|
14,335 |
|
Investments (Note 3) |
|
|
90,086 |
|
|
|
110,418 |
|
Property, plant and equipment, net (Notes 6, 7 and 10) |
|
|
1,364,702 |
|
|
|
1,266,425 |
|
Other assets (Notes 7, 8, 9, 12 and 13) |
|
|
433,811 |
|
|
|
348,388 |
|
|
|
|
|
|
|
|
Total assets |
|
¥ |
4,512,625 |
|
|
¥ |
4,521,915 |
|
|
|
|
|
|
|
|
Liabilities and stockholders equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Short-term
loans and current portion of long-term debt (Note 10) |
|
¥ |
18,317 |
|
|
¥ |
15,362 |
|
Trade payables (Note 11) |
|
|
514,226 |
|
|
|
493,058 |
|
Accrued income taxes (Note 13) |
|
|
150,726 |
|
|
|
133,745 |
|
Accrued expenses (Note 19) |
|
|
357,525 |
|
|
|
303,353 |
|
Other current liabilities (Notes 6 and 13) |
|
|
215,911 |
|
|
|
217,789 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
1,256,705 |
|
|
|
1,163,307 |
|
Long-term debt, excluding current installments (Note 10) |
|
|
8,680 |
|
|
|
15,789 |
|
Accrued pension and severance cost (Note 12) |
|
|
44,710 |
|
|
|
83,876 |
|
Other noncurrent liabilities (Note 13) |
|
|
57,324 |
|
|
|
55,536 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,367,419 |
|
|
|
1,318,508 |
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
222,870 |
|
|
|
216,801 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingent liabilities (Note 19) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Common stock |
|
|
|
|
|
|
|
|
Authorized 3,000,000,000 shares; issued 1,333,636,210 shares in 2007 and
1,333,445,830 shares in 2006 (Note 14) |
|
|
174,698 |
|
|
|
174,603 |
|
Additional paid-in capital (Note 14) |
|
|
402,991 |
|
|
|
403,510 |
|
Legal reserve (Note 15) |
|
|
46,017 |
|
|
|
43,600 |
|
Retained earnings (Note 15) |
|
|
2,720,146 |
|
|
|
2,368,047 |
|
Accumulated other comprehensive income (loss) (Note 16) |
|
|
34,670 |
|
|
|
2,718 |
|
Treasury stock, at cost 72,588,428 shares in 2007 and 1,794,390 shares in 2006 |
|
|
(456,186 |
) |
|
|
(5,872 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
2,922,336 |
|
|
|
2,986,606 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
¥ |
4,512,625 |
|
|
¥ |
4,521,915 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
66
Canon Inc. and Subsidiaries
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Net sales |
|
¥ |
4,481,346 |
|
|
¥ |
4,156,759 |
|
|
¥ |
3,754,191 |
|
Cost of
sales (Notes 6, 9, 12 and 19) |
|
|
2,234,365 |
|
|
|
2,096,279 |
|
|
|
1,935,148 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
2,246,981 |
|
|
|
2,060,480 |
|
|
|
1,819,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses (Notes 1, 6, 9, 12 and 19): |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
1,122,047 |
|
|
|
1,045,140 |
|
|
|
949,524 |
|
Research and development expenses |
|
|
368,261 |
|
|
|
308,307 |
|
|
|
286,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,490,308 |
|
|
|
1,353,447 |
|
|
|
1,236,000 |
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
756,673 |
|
|
|
707,033 |
|
|
|
583,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (deductions): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
|
32,819 |
|
|
|
27,153 |
|
|
|
14,252 |
|
Interest expense |
|
|
(1,471 |
) |
|
|
(2,190 |
) |
|
|
(1,741 |
) |
Other, net (Notes 1, 3 and 18) |
|
|
(19,633 |
) |
|
|
(12,853 |
) |
|
|
16,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,715 |
|
|
|
12,110 |
|
|
|
28,961 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interests |
|
|
768,388 |
|
|
|
719,143 |
|
|
|
612,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes (Note 13) |
|
|
264,258 |
|
|
|
248,233 |
|
|
|
212,785 |
|
|
|
|
|
|
|
|
|
|
|
Income before minority interests |
|
|
504,130 |
|
|
|
470,910 |
|
|
|
399,219 |
|
Minority interests |
|
|
15,798 |
|
|
|
15,585 |
|
|
|
15,123 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
¥ |
488,332 |
|
|
¥ |
455,325 |
|
|
¥ |
384,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Yen)
|
Net income per share (Note 17): |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
¥ |
377.59 |
|
|
¥ |
341.95 |
|
|
¥ |
288.63 |
|
Diluted |
|
|
377.53 |
|
|
|
341.84 |
|
|
|
288.36 |
|
Cash dividends per share |
|
|
110.00 |
|
|
|
83.33 |
|
|
|
66.67 |
|
See accompanying notes to consolidated financial statements.
67
Canon Inc. and Subsidiaries
Consolidated Statements of Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
Total |
|
|
|
Common |
|
|
paid-in |
|
|
Legal |
|
|
Retained |
|
|
comprehensive |
|
|
Treasury |
|
|
stockholders |
|
|
|
stock |
|
|
capital |
|
|
reserve |
|
|
earnings |
|
|
income (loss) |
|
|
stock |
|
|
equity |
|
|
|
(Millions of yen) |
|
Balance at December 31, 2004 |
|
¥ |
173,864 |
|
|
¥ |
401,773 |
|
|
¥ |
41,200 |
|
|
¥ |
1,699,634 |
|
|
¥ |
(101,312 |
) |
|
¥ |
(5,263 |
) |
|
¥ |
2,209,896 |
|
Conversion of convertible debt and other |
|
|
574 |
|
|
|
574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,148 |
|
Capital transaction by consolidated subsidiaries
and affiliated companies |
|
|
|
|
|
|
899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
899 |
|
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,310 |
) |
|
|
|
|
|
|
|
|
|
|
(64,310 |
) |
Transfer to legal reserve |
|
|
|
|
|
|
|
|
|
|
1,131 |
|
|
|
(1,131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
384,096 |
|
|
|
|
|
|
|
|
|
|
|
384,096 |
|
Other comprehensive income (loss), net of tax
(Note 16): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,979 |
|
|
|
|
|
|
|
53,979 |
|
Net unrealized gains and losses on securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,397 |
) |
|
|
|
|
|
|
(1,397 |
) |
Net gains and losses on derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(481 |
) |
|
|
|
|
|
|
(481 |
) |
Minimum pension liability adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,999 |
|
|
|
|
|
|
|
20,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
457,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of treasury stock, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(147 |
) |
|
|
(147 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005 |
|
|
174,438 |
|
|
|
403,246 |
|
|
|
42,331 |
|
|
|
2,018,289 |
|
|
|
(28,212 |
) |
|
|
(5,410 |
) |
|
|
2,604,682 |
|
Conversion of convertible debt and other |
|
|
165 |
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
429 |
|
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(104,298 |
) |
|
|
|
|
|
|
|
|
|
|
(104,298 |
) |
Transfer to legal reserve |
|
|
|
|
|
|
|
|
|
|
1,269 |
|
|
|
(1,269 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
455,325 |
|
|
|
|
|
|
|
|
|
|
|
455,325 |
|
Other comprehensive income (loss), net of tax
(Note 16): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,630 |
|
|
|
|
|
|
|
48,630 |
|
Net unrealized gains and losses on securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,992 |
|
|
|
|
|
|
|
1,992 |
|
Net gains and losses on derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(489 |
) |
|
|
|
|
|
|
(489 |
) |
Minimum pension liability adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,575 |
) |
|
|
|
|
|
|
(3,575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
501,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to initially apply SFAS 158,
net of tax (Note 12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,628 |
) |
|
|
|
|
|
|
(15,628 |
) |
Repurchase of treasury stock, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(462 |
) |
|
|
(462 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
|
174,603 |
|
|
|
403,510 |
|
|
|
43,600 |
|
|
|
2,368,047 |
|
|
|
2,718 |
|
|
|
(5,872 |
) |
|
|
2,986,606 |
|
Cumulative effect of a change in accounting
principle-adoption of EITF 06-2, net of tax (Note
1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,204 |
) |
|
|
|
|
|
|
|
|
|
|
(2,204 |
) |
Conversion of convertible debt and other |
|
|
95 |
|
|
|
(522 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(427 |
) |
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(131,612 |
) |
|
|
|
|
|
|
|
|
|
|
(131,612 |
) |
Transfer to legal reserve |
|
|
|
|
|
|
|
|
|
|
2,417 |
|
|
|
(2,417 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
488,332 |
|
|
|
|
|
|
|
|
|
|
|
488,332 |
|
Other comprehensive income (loss), net of tax
(Note 16): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(62 |
) |
|
|
|
|
|
|
(62 |
) |
Net unrealized gains and losses on securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,778 |
) |
|
|
|
|
|
|
(1,778 |
) |
Net gains and losses on derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
814 |
|
|
|
|
|
|
|
814 |
|
Pension liability adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,978 |
|
|
|
|
|
|
|
32,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
520,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of treasury stock, net |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(450,314 |
) |
|
|
(450,311 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
¥ |
174,698 |
|
|
¥ |
402,991 |
|
|
¥ |
46,017 |
|
|
¥ |
2,720,146 |
|
|
¥ |
34,670 |
|
|
¥ |
(456,186 |
) |
|
¥ |
2,922,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
68
Canon Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
¥ |
488,332 |
|
|
¥ |
455,325 |
|
|
¥ |
384,096 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
341,694 |
|
|
|
262,294 |
|
|
|
225,941 |
|
Loss on disposal of property, plant and equipment |
|
|
9,985 |
|
|
|
16,182 |
|
|
|
13,784 |
|
Deferred income taxes |
|
|
(35,021 |
) |
|
|
(6,945 |
) |
|
|
(766 |
) |
Increase in trade receivables |
|
|
(10,722 |
) |
|
|
(40,969 |
) |
|
|
(48,391 |
) |
(Increase) decrease in inventories |
|
|
(26,643 |
) |
|
|
(5,542 |
) |
|
|
27,558 |
|
Increase (decrease) in trade payables |
|
|
21,136 |
|
|
|
(2,313 |
) |
|
|
16,018 |
|
Increase in accrued income taxes |
|
|
14,988 |
|
|
|
22,657 |
|
|
|
1,998 |
|
Increase in accrued expenses |
|
|
43,035 |
|
|
|
36,165 |
|
|
|
31,241 |
|
Decrease in accrued pension and severance cost |
|
|
(15,387 |
) |
|
|
(20,309 |
) |
|
|
(16,221 |
) |
Other, net |
|
|
7,872 |
|
|
|
(21,304 |
) |
|
|
(29,580 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
839,269 |
|
|
|
695,241 |
|
|
|
605,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of fixed assets |
|
|
(474,285 |
) |
|
|
(424,862 |
) |
|
|
(395,055 |
) |
Proceeds from sale of fixed assets |
|
|
9,635 |
|
|
|
12,507 |
|
|
|
14,827 |
|
Purchases of available-for-sale securities |
|
|
(2,281 |
) |
|
|
(7,768 |
) |
|
|
(5,680 |
) |
Proceeds from sale and maturity of available-for-sale securities |
|
|
8,614 |
|
|
|
4,047 |
|
|
|
12,337 |
|
Proceeds from maturity of held-to-maturity securities |
|
|
10,000 |
|
|
|
|
|
|
|
|
|
(Increase) decrease in time deposits |
|
|
31,681 |
|
|
|
(35,863 |
) |
|
|
(6,090 |
) |
Acquisitions of subsidiaries, net of cash acquired |
|
|
(15,675 |
) |
|
|
(2,485 |
) |
|
|
(17,657 |
) |
Purchases of other investments |
|
|
(2,432 |
) |
|
|
(8,911 |
) |
|
|
(19,531 |
) |
Other, net |
|
|
2,258 |
|
|
|
2,530 |
|
|
|
15,708 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(432,485 |
) |
|
|
(460,805 |
) |
|
|
(401,141 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
2,635 |
|
|
|
1,053 |
|
|
|
1,716 |
|
Repayments of long-term debt |
|
|
(13,046 |
) |
|
|
(5,861 |
) |
|
|
(15,187 |
) |
Decrease in short-term loans |
|
|
(358 |
) |
|
|
(828 |
) |
|
|
(12,011 |
) |
Dividends paid |
|
|
(131,612 |
) |
|
|
(104,298 |
) |
|
|
(64,310 |
) |
Repurchases of treasury stock, net |
|
|
(450,311 |
) |
|
|
(462 |
) |
|
|
(147 |
) |
Other, net |
|
|
(11,691 |
) |
|
|
2,909 |
|
|
|
(4,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(604,383 |
) |
|
|
(107,487 |
) |
|
|
(93,939 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(13,564 |
) |
|
|
23,724 |
|
|
|
6,581 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(211,163 |
) |
|
|
150,673 |
|
|
|
117,179 |
|
Cash and cash equivalents at beginning of year |
|
|
1,155,626 |
|
|
|
1,004,953 |
|
|
|
887,774 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
¥ |
944,463 |
|
|
¥ |
1,155,626 |
|
|
¥ |
1,004,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure for cash flow information (Note 21): |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
¥ |
1,476 |
|
|
¥ |
2,146 |
|
|
¥ |
1,919 |
|
Income taxes |
|
|
273,888 |
|
|
|
244,236 |
|
|
|
211,540 |
|
See accompanying notes to consolidated financial statements.
69
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. |
|
Basis of Presentation and Significant Accounting Policies |
|
(a) |
|
Description of Business |
|
|
|
Canon Inc. (the Company) and subsidiaries (collectively Canon) is one of the worlds leading
manufacturers in such fields as office imaging products, computer peripherals, business
information products, cameras, and optical related products. Office imaging products consist
mainly of network multifunction devices and copying machines. Computer peripherals consist
mainly of laser beam and inkjet printers. Business information products consist mainly of
computer information systems, document scanners and calculators. Cameras consist mainly of
digital single lens reflex (SLR) cameras, digital compact cameras, interchangeable lenses and
digital video camcorders. Optical and other products include semiconductor production equipment,
mirror projection mask aligners for liquid crystal displays (LCDs) panels, broadcasting
equipment, medical equipment and large format printers. Canons consolidated net sales for the
years ended December 31, 2007, 2006 and 2005 were distributed as follows: office imaging products
29%, 28% and 31%, computer peripherals 34%, 34% and 33%, business information products 2%, 3% and
3%, cameras 26%, 25% and 23%, and optical and other products 9%, 10% and 10%, respectively. |
|
|
|
Sales are made principally under the Canon brand name, almost entirely through sales
subsidiaries. These subsidiaries are responsible for marketing and distribution, and primarily
sell to retail dealers in their geographical area. Approximately 77%, 75% and 74% of
consolidated net sales for the years ended December 31, 2007, 2006 and 2005 were generated
outside Japan, with 30%, 31% and 30% in the Americas, 33%, 31% and 32% in Europe, and 14%, 13%
and 12% in other areas, respectively. |
|
|
|
Canon sells laser beam printers on an OEM basis to Hewlett-Packard Company; such sales
constituted approximately 22%, 22% and 21% of consolidated net sales for the years ended December
31, 2007, 2006 and 2005, respectively. |
|
|
|
Canons manufacturing operations are conducted primarily at 24 plants in Japan and 17 overseas
plants which are located in countries or regions such as the United States, Germany, France,
Taiwan, China, Malaysia, Thailand and Vietnam. |
|
(b) |
|
Basis of Presentation |
|
|
|
The Company and its domestic subsidiaries maintain their books of account in conformity with
financial accounting standards of Japan. Foreign subsidiaries maintain their books of account in
conformity with financial accounting standards of the countries of their domicile. |
|
|
|
Certain adjustments and reclassifications have been incorporated in the accompanying consolidated
financial statements to conform with U.S. generally accepted accounting principles. These
adjustments were not recorded in the statutory books of account. |
|
(c) |
|
Principles of Consolidation |
|
|
|
The consolidated financial statements include the accounts of the Company, its majority owned
subsidiaries and those variable interest entities where the Company or its consolidated
subsidiaries are the primary beneficiaries under Financial Accounting Standards Board (FASB)
Interpretation No. 46 (revised December 2003) (FIN 46R), Consolidation of Variable Interest
Entities. All significant intercompany balances and transactions have been eliminated. |
|
(d) |
|
Use of Estimates |
|
|
|
The preparation of the consolidated financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the period. Significant estimates and assumptions are reflected in
valuation and disclosure of revenue recognition, allowance for doubtful receivables, valuation of
inventories, environmental liabilities, valuation of deferred tax assets, uncertain tax positions
and employee retirement and severance benefit plans. Actual results could differ materially from
those estimates. |
|
(e) |
|
Cash Equivalents |
|
|
|
All highly liquid investments acquired with an original maturity of three months or less are
considered to be cash equivalents. |
|
(f) |
|
Time Deposits |
|
|
|
Time deposits with original maturities of more than three months are included in the consolidated
balance sheets under the caption of time deposits. |
|
(g) |
|
Translation of Foreign Currencies |
|
|
|
Assets and liabilities of the Companys subsidiaries located outside Japan with functional
currencies other than Japanese yen are translated into Japanese yen at the rates of exchange in
effect at the balance sheet date. Income and expense items are translated at the average
exchange rates prevailing during the year. Gains and losses resulting from translation of
financial statements are excluded from earnings and are reported in other comprehensive income
(loss). |
|
|
|
Gains and losses resulting from foreign currency transactions, including foreign exchange
contracts, and translation of assets and liabilities denominated in foreign currencies are
included in other income (deductions). Foreign currency exchange losses, net were ¥31,943
million, ¥25,804 million and ¥3,710 million for the years ended December 31, 2007, 2006 and 2005,
respectively. |
70
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(h) |
|
Marketable Securities and Investments |
|
|
|
Canon classifies investments in debt and marketable equity securities as available-for-sale or
held-to-maturity securities. Canon does not hold any trading securities, which are bought and
held primarily for the purpose of sale in the near term. Available-for-sale securities are
recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, are
reported as a separate component of other comprehensive income (loss) until realized.
Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or
accretion of premiums or discounts. |
|
|
|
Available-for-sale and held-to-maturity securities are regularly reviewed for
other-than-temporary declines in carrying value based on criteria that include the length of time
and the extent to which the market value has been less than cost, the financial condition and
near-term prospects of the issuer and Canons intent and ability to retain the investment for a
period of time sufficient to allow for any anticipated recovery in market value. When such a
decline exists, Canon recognizes an impairment loss to the extent by which the cost basis of the
investment exceeds the fair value of the investment. Fair value is determined based on quoted
market prices, projected discounted cash flows or other valuation techniques as appropriate. |
|
|
|
Realized gains and losses are determined on the average cost method and reflected in earnings. |
|
|
|
Investments in affiliated companies over which Canon has the ability to exercise significant
influence, but does not hold a controlling financial interest, are accounted for by the equity
method. |
|
|
|
Non-marketable equity securities in companies over which Canon does not have the ability to
exercise significant influence are stated at cost and reviewed periodically for impairment. |
|
(i) |
|
Allowance for Doubtful Receivables |
|
|
|
Allowance for doubtful trade and finance receivables is maintained for all customers based on a
combination of factors, including aging analysis, macroeconomic conditions, significant one-time
events, and historical experience. An additional reserve for individual accounts is recorded
when Canon becomes aware of a customers inability to meet its financial obligations, such as in
the case of bankruptcy filings. If circumstances related to customers change, estimates of the
recoverability of receivables would be further adjusted. When all collection options are
exhausted including legal recourse, the accounts or portions thereof are deemed to be
uncollectible and charged against the allowance. |
|
(j) |
|
Inventories |
|
|
|
Inventories are stated at the lower of cost or market value. Cost is determined principally by the
average method for domestic inventories and the first-in, first-out method for overseas
inventories. |
|
(k) |
|
Impairment of Long-Lived Assets |
|
|
|
Long-lived assets, such as property, plant and equipment, and acquired intangibles subject to
amortization, are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amount of the asset to estimated
undiscounted future cash flows expected to be generated by the asset. If the carrying amount of
the asset exceeds its estimated undiscounted future cash flows, an impairment charge is
recognized in the amount by which the carrying amount of the asset exceeds the fair value of the
asset. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair
value less costs to sell, and are no longer depreciated. |
|
(l) |
|
Property, Plant and Equipment and Accounting Change |
|
|
|
Property, plant and equipment are stated at cost. Depreciation is calculated principally by the
declining-balance method, except for certain assets which are depreciated by the straight-line
method over the estimated useful lives of the assets. |
|
|
|
Effective April 1, 2007, the Company and its domestic subsidiaries elected to change the
declining-balance method of depreciating machinery and equipment from the
fixed-percentage-on-declining base application to the 250% declining-balance application.
Estimated residual values were also reduced in conjunction with this change. The Company and its
domestic subsidiaries believe that the 250% declining-balance application is preferable because
it provides a better matching of the allocation of cost of machinery and equipment with
associated revenues in light of increasingly short product life cycles. |
|
|
|
In accordance with Statement of Financial Accounting Standards (SFAS) No. 154, Accounting
Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3,
this change in depreciation methods represents a change in accounting estimate effected by a
change in accounting principle. Accordingly, the affects of the change are accounted for
prospectively beginning with the period of change and prior period results have not been
restated. The change in depreciation methods caused an increase in depreciation expense by
¥63,773 million for the year ended December 31, 2007. Net income, basic net income per share and
diluted net income per share decreased by ¥32,321 million, ¥24.99 and ¥24.99, respectively, for
the year ended December 31, 2007. |
|
|
|
The depreciation period ranges from 3 years to 60 years for buildings and 1 year to 20 years for
machinery and equipment. |
|
|
|
Assets leased to others under operating leases are stated at cost and depreciated to the
estimated residual value of the assets by the straight-line method over the period ranging from 2
years to 5 years. |
71
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(m) |
|
Goodwill and Other Intangible Assets |
|
|
|
Goodwill and other intangible assets with indefinite useful lives are not amortized, but are
instead tested for impairment annually in the fourth quarter of each year, or more frequently if
indicators of potential impairment exist. Intangible assets with finite useful lives, consisting
primarily of software and license fees, are amortized using the straight-line method over the
estimated useful lives, which range from 3 years to 5 years for software and 5 years to 10 years
for license fees. Certain costs incurred in connection with developing or obtaining internal use
software are capitalized. These costs consist primarily of payments made to third parties and
the salaries of employees working on such software development. Costs incurred in connection
with developing internal use software are capitalized at the application development stage. In
addition, Canon develops or obtains certain software to be sold where related costs are
capitalized after establishment of technological feasibility. |
|
(n) |
|
Environmental Liabilities |
|
|
|
Liabilities for environmental remediation and other environmental costs are accrued when
environmental assessments or remedial efforts are probable and the costs can be reasonably
estimated. Such liabilities are adjusted as further information develops or circumstances
change. Costs of future obligations are not discounted to their present values. |
|
(o) |
|
Income Taxes |
|
|
|
Deferred tax assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. Canon records a valuation
allowance to reduce the deferred tax assets to the amount that is more likely than not
realizable. |
|
|
|
Canon recognizes the financial statement effects of tax positions when they are more likely
than not, based on the technical merits, that the tax positions will be sustained upon examination
by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition
threshold are measured at the largest amount of benefit that is greater than 50 percent likely of
being realized upon settlement. Interest and penalties accrued related to unrecognized tax benefits
are included in income taxes in the consolidated statements of income. |
|
(p) |
|
Issuance of Stock by Subsidiaries and Equity Investees |
|
|
|
The change in the Companys proportionate share of a subsidiarys or equity investees equity
resulting from the issuance of stock by the subsidiary or equity investee is accounted for as an
equity transaction. |
|
(q) |
|
Net Income per Share |
|
|
|
Basic net income per share is computed by dividing net income by the weighted-average number of
common shares outstanding during each year. Diluted net income per share includes the effect
from potential issuance of common stock based on the assumption that all convertible debentures
were converted into common stock. |
|
(r) |
|
Revenue Recognition |
|
|
|
Canon generates revenue principally through the sale of consumer products, equipment,
supplies, and related services under separate contractual arrangements. Canon recognizes revenue
when persuasive evidence of an arrangement exists, delivery has occurred and title and risk of
loss have been transferred to the customer or services have been rendered, the sales price is
fixed or determinable, and collectibility is probable. |
|
|
|
Revenue from sales of consumer products including office imaging products, computer
peripherals, business information products and cameras is recognized upon shipment or delivery,
depending upon when title and risk of loss transfer to the customer. |
|
|
|
Revenue from sales of optical equipment, such as steppers and aligners that are sold with
customer acceptance provisions related to their functionality, is recognized when the equipment
is installed at the customer site and the specific criteria of the equipment functionality are
successfully tested and demonstrated by Canon. Service revenue is derived primarily from
separately priced product maintenance contracts on equipment sold to customers and is measured
at the stated amount of the contract and recognized as services are provided. |
|
|
|
Canon also offers separately priced product maintenance contracts for most office imaging
products, for which the customer typically pays a stated base service fee plus a variable amount
based on usage. Revenue from these service maintenance contracts is measured at the stated
amount of the contract and recognized as services are provided and variable amounts are earned. |
|
|
|
Revenue from the sale of equipment under sales-type leases is recognized at the inception of the
lease. Income on sales-type leases and direct-financing leases is recognized over the life of
each respective lease using the interest method. Leases not qualifying as sales-type leases or
direct-financing leases are accounted for as operating leases and related revenue is recognized
ratably over the lease term. When equipment leases are bundled with product maintenance
contracts, revenue is first allocated considering the relative fair value of the lease and
non-lease deliverables based upon the estimated relative fair values of each element. Lease
deliverables generally include equipment, financing and executory costs, while non-lease
deliverables generally consist of product maintenance contracts and supplies. |
|
|
|
For all other arrangements with multiple elements, Canon allocates revenue to each element based
on its relative fair value if such element meets the criteria for treatment as a separate unit of
accounting as prescribed in the Emerging Issues Task Force (EITF) Issue No. 00-21, Revenue
Arrangements with Multiple Deliverables. Otherwise, revenue is deferred until the undelivered
elements are fulfilled and accounted for as a single unit of accounting. |
72
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(r) |
|
Revenue Recognition (continued) |
|
|
|
Canon records estimated reductions to sales at the time of sale for sales incentive programs
including product discounts, customer promotions and volume-based rebates. Estimated reductions
in sales are based upon historical trends and other known factors at the time of sale. In
addition, Canon provides price protection to certain resellers of its products, and records
reductions to sales for the estimated impact of price protection obligations when announced. |
|
|
|
Estimated product warranty costs are recorded at the time revenue is recognized and are
included in selling, general and administrative expenses. Estimates for accrued product warranty
costs are based on historical experience, and are affected by ongoing product failure rates,
specific product class failures outside of the baseline experience, material usage and service
delivery costs incurred in correcting a product failure. |
|
|
|
Taxes collected from customers and remitted to governmental authorities are excluded from
revenues in the consolidated statements of income. |
|
(s) |
|
Research and Development Costs |
|
|
|
Research and development costs are expensed as incurred. |
|
(t) |
|
Advertising Costs |
|
|
|
Advertising costs are expensed as incurred. Advertising expenses were ¥132,429 million, ¥116,809
million and ¥106,250 million for the years ended December 31, 2007, 2006 and 2005, respectively. |
|
(u) |
|
Shipping and Handling Costs |
|
|
|
Shipping and handling costs totaled ¥63,708 million, ¥62,626 million and ¥50,052 million for the
years ended December 31, 2007, 2006 and 2005, respectively, and are included in selling, general
and administrative expenses in the consolidated statements of income. |
|
(v) |
|
Derivative Financial Instruments |
|
|
|
All derivatives are recognized at fair value and are included in prepaid expenses and other
current assets, or other current liabilities in the consolidated balance sheets. On the date the
derivative contract is entered into, Canon designates the derivative as either a hedge of the
fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value
hedge), or a hedge of a forecasted transaction or the variability of cash flows to be received or
paid related to a recognized asset or liability (cash flow hedge). Canon formally documents
all relationships between hedging instruments and hedged items, as well as its risk-management
objective and strategy for undertaking various hedge transactions. Canon also formally assesses,
both at the hedges inception and on an ongoing basis, whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in fair values or cash flows of
hedged items. When it is determined that a derivative is not highly effective as a hedge or that
it has ceased to be a highly effective hedge, Canon discontinues hedge accounting prospectively. |
|
|
|
Changes in the fair value of a derivative that is designated and qualifies as a fair-value
hedge, along with the loss or gain on the hedged asset or liability or unrecognized firm
commitment of the hedged item that is attributable to the hedged risk, are recorded in earnings.
Changes in the fair value of a derivative that is designated and qualifies as a cash-flow hedge
are recorded in other comprehensive income (loss), until earnings are affected by the
variability in cash flows of the hedged item. Gains and losses from hedging ineffectiveness are
included in other income (deductions). Gains and losses excluded from the assessment of hedge
effectiveness are included in other income (deductions). |
|
|
|
Canon also uses certain derivative financial instruments which are not designated as hedges.
Canon records these derivative financial instruments in the consolidated balance sheets at fair
value. The changes in fair values are immediately recorded in earnings. |
|
|
|
Canon classifies cash flows from derivatives as cash flows from operating activities in the
consolidated statements of cash flows. |
|
(w) |
|
Guarantees |
|
|
|
Canon recognizes, at the inception of a guarantee, a liability for the fair value of the
obligation it has undertaken in issuing guarantees. |
|
(x) |
|
New Accounting Standards |
|
|
|
In June 2006, the FASB ratified the EITF consensus on EITF Issue No. 06-2, Accounting for
Sabbatical Leave and Other Similar Benefits Pursuant to FASB
Statement No. 43 (EITF 06-2). EITF
06-2 provides guidance for an accrual of compensated absences that require a minimum service
period but have no increase in the benefit even with additional years of service. EITF 06-2 is
effective for fiscal years beginning after December 15, 2006, and was adopted by Canon in the
first quarter beginning January 1, 2007 through a cumulative-effect adjustment which increased
accrued expenses by ¥4,402 million and decreased retained earnings by ¥2,204 million. |
|
|
|
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the
accounting for uncertainty in income taxes by prescribing the recognition threshold a tax
position is required to meet before being recognized in the financial statements. It also
provides guidance on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006, and was adopted by Canon in the first quarter beginning January 1, 2007. See
Note 13 for further discussion of the effect of adopting FIN 48 on Canons consolidated financial
statements. |
73
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(x) |
|
New Accounting Standards (continued) |
|
|
|
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157).
SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands
disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after
November 15, 2007 and is required to be adopted by Canon in the first quarter beginning January
1, 2008. In February 2008, the FASB issued Staff Positions No. FAS 157-1, Application of FASB
Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair
Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 and
No. FAS 157-2, Effective Date of FASB Statement No. 157, which partially delay the effective
date of SFAS 157 for one year for certain nonfinancial assets and liabilities and remove certain
leasing transactions from its scope. The adoption of SFAS 157 will not have a material impact on
Canons consolidated results of operations and financial condition. |
|
|
|
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, Including an amendment of FASB Statement No. 115 (SFAS 159). SFAS 159
provides companies with an option to report selected financial assets and liabilities at fair
value. Unrealized gains and losses on items for which the fair value option has been elected
will be recognized in earnings. SFAS 159 is effective for fiscal years beginning after November
15, 2007 and is required to be adopted by Canon in the first quarter beginning January 1, 2008.
The adoption of SFAS 159 will not have a material impact on Canons consolidated results of
operations and financial condition. |
|
|
|
In June 2007, the FASB ratified the EITF consensus on EITF Issued No. 07-3, Accounting for
Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and
Development Activities (EITF 07-3). EITF 07-3 requires that nonrefundable advance payments
for goods or services that will be used or rendered for future research and development
activities be deferred and capitalized and recognized as an expense as the goods are delivered or
the related services are performed. EITF 07-3 is effective, on a prospective basis, for fiscal
years beginning after December 15, 2007 and is required to be adopted by Canon in the first
quarter beginning January 1, 2008. The adoption of EITF 07-3 will not have a material impact on
Canons consolidated results of operations and financial condition. |
|
|
|
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS
141R). SFAS 141R establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the liabilities assumed,
any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes
disclosure requirements to enable the evaluation of the nature and financial effects of the
business combination. SFAS 141R is effective for fiscal years beginning on or after December 15,
2008 and is required to be adopted by Canon in the first quarter beginning January 1, 2009. Canon
is currently evaluating the potential effect, if any, that the adoption of SFAS 141R will have on
Canons consolidated results of operations and financial condition. |
|
|
|
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statement, an amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes accounting
and reporting standards for ownership interests in subsidiaries held by parties other than the
parent, the amount of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parents ownership interest, and the valuation of retained
noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes
disclosure requirements that clearly identify and distinguish between the interests of the parent
and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning
on or after December 15, 2008 and is required to be adopted by Canon in the first quarter
beginning January 1, 2009. Canon is currently evaluating the effect that the adoption of SFAS 160
will have on its consolidated results of operations and financial condition. |
|
(y) |
|
Reclassification |
|
|
|
Time deposits with original maturities of more than three months, which were previously
included in prepaid expenses and other current assets, have been reclassified to time
deposits in the consolidated balance sheets to conform to the current year presentation. |
74
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
Amounts included in the consolidated financial statements relating to subsidiaries operating in
foreign countries are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
(Millions of yen) |
|
|
|
|
December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
¥ |
2,077,268 |
|
|
¥ |
1,995,927 |
|
|
¥ |
1,751,011 |
|
Net assets |
|
|
1,024,150 |
|
|
|
907,845 |
|
|
|
767,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
¥ |
3,433,036 |
|
|
¥ |
3,119,102 |
|
|
|
2,774,443 |
|
Net income |
|
|
136,560 |
|
|
|
114,916 |
|
|
|
81,916 |
|
3. |
|
Marketable Securities and Investments |
The cost, gross unrealized holding gains, gross unrealized holding losses and fair value for
available-for-sale securities and held-to-maturity securities by major security type at December
31, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
unrealized |
|
|
unrealized |
|
|
|
|
|
|
|
|
|
|
holding |
|
|
holding |
|
|
Fair |
|
|
|
Cost |
|
|
gains |
|
|
losses |
|
|
value |
|
|
|
(Millions of yen) |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank debt securities |
|
¥ |
51 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
51 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
|
|
10,115 |
|
|
|
|
|
|
|
|
|
|
|
10,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
10,166 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
10,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government bonds |
|
¥ |
496 |
|
|
¥ |
|
|
|
¥ |
25 |
|
|
¥ |
471 |
|
Corporate debt securities |
|
|
3,183 |
|
|
|
31 |
|
|
|
49 |
|
|
|
3,165 |
|
Fund trusts |
|
|
3,573 |
|
|
|
1,158 |
|
|
|
3 |
|
|
|
4,728 |
|
Equity securities |
|
|
12,666 |
|
|
|
10,233 |
|
|
|
583 |
|
|
|
22,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
19,918 |
|
|
¥ |
11,422 |
|
|
¥ |
660 |
|
|
¥ |
30,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. Marketable Securities and Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
unrealized |
|
|
unrealized |
|
|
|
|
|
|
|
|
|
|
holding |
|
|
holding |
|
|
Fair |
|
|
|
Cost |
|
|
gains |
|
|
losses |
|
|
value |
|
|
|
(Millions of yen) |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government bonds |
|
¥ |
224 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
224 |
|
Bank debt securities |
|
|
71 |
|
|
|
|
|
|
|
1 |
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
295 |
|
|
|
|
|
|
|
1 |
|
|
|
294 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
|
|
10,151 |
|
|
|
|
|
|
|
|
|
|
|
10,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
10,446 |
|
|
¥ |
|
|
|
¥ |
1 |
|
|
¥ |
10,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government bonds |
|
¥ |
335 |
|
|
¥ |
|
|
|
¥ |
15 |
|
|
¥ |
320 |
|
Corporate debt securities |
|
|
4,090 |
|
|
|
35 |
|
|
|
1 |
|
|
|
4,124 |
|
Fund trusts |
|
|
4,072 |
|
|
|
1,536 |
|
|
|
1 |
|
|
|
5,607 |
|
Equity securities |
|
|
12,648 |
|
|
|
17,479 |
|
|
|
275 |
|
|
|
29,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,145 |
|
|
|
19,050 |
|
|
|
292 |
|
|
|
39,903 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
|
|
10,311 |
|
|
|
|
|
|
|
|
|
|
|
10,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
31,456 |
|
|
¥ |
19,050 |
|
|
¥ |
292 |
|
|
¥ |
50,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities of debt securities and fund trusts classified as available-for-sale and held-to-maturity
were as follows at December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities |
|
|
|
Cost |
|
|
Fair value |
|
|
|
(Millions of yen) |
|
Due within one year |
|
¥ |
51 |
|
|
¥ |
51 |
|
Due after one year through five years |
|
|
3,430 |
|
|
|
3,638 |
|
Due after five years |
|
|
3,822 |
|
|
|
4,726 |
|
|
|
|
|
|
|
|
|
|
¥ |
7,303 |
|
|
¥ |
8,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
Cost |
|
|
Fair value |
|
|
|
(Millions of yen) |
Due within one year
|
|
¥ |
10,115 |
|
|
¥ |
10,115 |
|
|
|
|
|
|
|
|
|
|
The gross realized gains for the year ended December 31, 2007, 2006 and 2005 were ¥1,512 million,
¥674 million and ¥11,049 million, respectively. The gross realized losses for the years ended
December 31, 2007, 2006 and 2005 were not significant.
At December 31, 2007, substantially all of the available-for-sale and held-to-maturity securities
with unrealized losses had been in a continuous unrealized loss position for less than 12 months.
Aggregate cost of non-marketable equity securities accounted for under the cost method totaled
¥14,017 million and ¥18,462 million at December 31, 2007 and 2006, respectively. Investments with
an aggregate cost of ¥12,929 million were not evaluated for impairment because (a) Canon did not
estimate the fair value of those investments as it was not practicable to estimate the fair value
of the investments and (b) Canon did not identify any events or changes in circumstances that might
have had significant adverse effects on the fair value of those investments.
Investments in affiliated companies accounted for by the equity method amounted to ¥42,817 million
and ¥40,143 million at December 31, 2007 and 2006, respectively. Canons share of the net
earnings (losses) in affiliated companies accounted for by the equity method, included in
other income (deductions), are earnings of ¥5,634 million, ¥4,237 million and ¥1,646 million
for the years ended December 31, 2007, 2006 and 2005, respectively.
76
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
Trade receivables are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Notes |
|
¥ |
23,632 |
|
|
¥ |
24,241 |
|
Accounts |
|
|
785,155 |
|
|
|
751,555 |
|
|
|
|
|
|
|
|
|
|
|
808,787 |
|
|
|
775,796 |
|
Less allowance for doubtful receivables |
|
|
(14,547 |
) |
|
|
(13,849 |
) |
|
|
|
|
|
|
|
|
|
¥ |
794,240 |
|
|
¥ |
761,947 |
|
|
|
|
|
|
|
|
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Finished goods |
|
¥ |
366,845 |
|
|
¥ |
359,471 |
|
Work in process |
|
|
175,704 |
|
|
|
160,231 |
|
Raw materials |
|
|
20,925 |
|
|
|
19,355 |
|
|
|
|
|
|
|
|
|
|
¥ |
563,474 |
|
|
¥ |
539,057 |
|
|
|
|
|
|
|
|
6. |
|
Property, Plant and Equipment |
Property, plant and equipment are stated at cost less accumulated depreciation and are summarized
as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Land |
|
¥ |
249,959 |
|
|
¥ |
231,026 |
|
Buildings |
|
|
1,198,519 |
|
|
|
1,077,585 |
|
Machinery and equipment |
|
|
1,406,849 |
|
|
|
1,261,176 |
|
Construction in progress |
|
|
103,749 |
|
|
|
79,582 |
|
|
|
|
|
|
|
|
|
|
|
2,959,076 |
|
|
|
2,649,369 |
|
Less accumulated depreciation |
|
|
(1,594,374 |
) |
|
|
(1,382,944 |
) |
|
|
|
|
|
|
|
|
|
¥ |
1,364,702 |
|
|
¥ |
1,266,425 |
|
|
|
|
|
|
|
|
Depreciation expense for the years ended December 31, 2007, 2006 and 2005 was ¥309,815 million,
¥235,804 million and ¥205,727 million, respectively.
Amounts due for purchases of property, plant and equipment were ¥120,823 million and ¥122,081
million at December 31, 2007 and 2006, respectively, and are included in other current
liabilities in the accompanying consolidated balance sheets.
77
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. |
|
Finance Receivables and Operating Leases |
Finance receivables represent financing leases which consist of sales-type leases and
direct-financing leases resulting from the marketing of Canons and complementary third-party
products. These receivables typically have terms ranging from 1 year to 6 years. The components
of the finance receivables, which are included in prepaid expenses and other current assets, and
other assets in the accompanying consolidated balance sheets, are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Total minimum lease payments receivable |
|
¥ |
229,229 |
|
|
¥ |
216,697 |
|
Unguaranteed residual values |
|
|
17,036 |
|
|
|
14,377 |
|
Executory costs |
|
|
(2,960 |
) |
|
|
(2,923 |
) |
Unearned income |
|
|
(27,756 |
) |
|
|
(24,930 |
) |
|
|
|
|
|
|
|
|
|
|
215,549 |
|
|
|
203,221 |
|
Less allowance for doubtful receivables |
|
|
(8,590 |
) |
|
|
(7,871 |
) |
|
|
|
|
|
|
|
|
|
|
206,959 |
|
|
|
195,350 |
|
Less current portion |
|
|
(72,776 |
) |
|
|
(72,808 |
) |
|
|
|
|
|
|
|
|
|
¥ |
134,183 |
|
|
¥ |
122,542 |
|
|
|
|
|
|
|
|
The cost of equipment leased to customers under operating leases included in property, plant and
equipment, net at December 31, 2007 and 2006 was ¥63,190 million and ¥62,357 million, respectively.
Accumulated depreciation on equipment under operating leases at December 31, 2007 and 2006 was
¥48,818 million and ¥46,092 million, respectively.
The following is a schedule by year of the future minimum lease payments to be received under
financing leases and non-cancelable operating leases at December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
Financing |
|
|
Operating |
|
|
|
leases |
|
|
leases |
|
|
|
(Millions of yen) |
|
Year ending December 31: |
|
|
|
|
|
|
|
|
2008 |
|
¥ |
88,947 |
|
|
¥ |
8,175 |
|
2009 |
|
|
66,846 |
|
|
|
4,192 |
|
2010 |
|
|
43,217 |
|
|
|
2,427 |
|
2011 |
|
|
20,918 |
|
|
|
1,250 |
|
2012 |
|
|
7,373 |
|
|
|
416 |
|
Thereafter |
|
|
1,928 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
¥ |
229,229 |
|
|
¥ |
16,464 |
|
|
|
|
|
|
|
|
In 2007, the Company and one of its subsidiaries acquired two companies for a total cost of
¥26,387 million. One company, which was acquired with cash, is engaged in developing,
manufacturing, selling and providing services for equipment used in the manufacture of organic
EL display panels and thin-film solar cells. The other company, which was acquired with cash
and share exchange by the subsidiary of the Company, is engaged in providing architecture,
management and maintenance services for information systems. In connection with those
transactions, Canon recognized goodwill of ¥10,086 million and intangible assets of ¥2,915
million, which were classified as other assets in the accompanying consolidated balance
sheets. Intangible assets consist primarily of customer contracts and related customer
relationships, and are subject to a weighted average amortization period of approximately 14
years.
In 2005, the Company acquired two companies for a total cost of ¥20,205 million, which was paid in
cash. Those companies are engaged in the development, manufacturing and sales of semiconductor
manufacturing equipment, factory automation equipment and vacuum equipment for production of
electronic parts, including semiconductors, flat panel displays, magnetic heads and hard disc
drives. In connection with those transactions, Canon recognized goodwill of ¥4,885 million and
intangible assets of ¥16,382 million, which were classified as other assets in the accompanying
consolidated balance sheets. Intangible assets consist primarily of developed technology, and are
subject to a weighted average amortization period of approximately 9 years.
Canon acquired businesses other than those described above for the years ended December 31, 2007,
2006 and 2005 that were not material to its consolidated financial statements.
Canon has included the results of operations of these transactions prospectively from the
respective dates of transactions. Canon has not presented pro forma results of operations of the
acquired businesses because the results are not material to its consolidated results of operations
on either an individual or an aggregate basis.
78
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. Goodwill and Other Intangible Assets
Intangible assets developed or acquired during the year ended December 31, 2007 totaled ¥44,592
million, which are subject to amortization and primarily consist of software of ¥36,513 million,
which is mainly for internal use, and license fees of ¥1,486 million, in addition to those recorded
from acquired businesses. The weighted average amortization period for software and license fees
is approximately 4 years and 8 years, respectively.
The components of acquired intangible assets subject to amortization included in other assets at
December 31, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
December 31, 2006 |
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
carrying |
|
|
Accumulated |
|
|
carrying |
|
|
Accumulated |
|
|
|
amount |
|
|
amortization |
|
|
amount |
|
|
amortization |
|
|
|
|
|
|
|
(Millions of yen) |
|
|
|
|
|
Software |
|
¥ |
174,645 |
|
|
¥ |
96,445 |
|
|
¥ |
140,756 |
|
|
¥ |
76,120 |
|
License fees |
|
|
22,825 |
|
|
|
11,697 |
|
|
|
23,681 |
|
|
|
11,257 |
|
Other |
|
|
31,488 |
|
|
|
9,241 |
|
|
|
24,899 |
|
|
|
4,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
228,958 |
|
|
¥ |
117,383 |
|
|
¥ |
189,336 |
|
|
¥ |
92,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate amortization expense for the years ended December 31, 2007, 2006 and 2005 was ¥31,879
million, ¥26,490 million and ¥20,214 million, respectively. Estimated amortization expense for
intangible assets currently held for the next five years ending December 31 is ¥34,751 million in
2008, ¥25,151 million in 2009, ¥16,861 million in 2010, ¥9,089 million in 2011, and ¥5,071 million
in 2012.
Intangible assets not subject to amortization other than goodwill at December 31, 2007 and 2006
were not significant.
The changes in the carrying amount of goodwill for the years ended December 31, 2007 and 2006 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Balance at beginning of year |
|
¥ |
40,801 |
|
|
¥ |
40,161 |
|
Goodwill acquired during the year |
|
|
13,573 |
|
|
|
2,297 |
|
Recognition of acquired companys tax benefits |
|
|
|
|
|
|
(1,038 |
) |
Translation adjustments and other |
|
|
2,409 |
|
|
|
(619 |
) |
|
|
|
|
|
|
|
Balance at end of year |
|
¥ |
56,783 |
|
|
¥ |
40,801 |
|
|
|
|
|
|
|
|
During the year ended December 31, 2006, Canon recognized ¥1,038 million of deferred tax benefits
relating to preexisting net operating tax losses of a company acquired in 2005. In connection
therewith, Canon reduced the related goodwill by the same amount.
79
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. Short-Term Loans and Long-Term Debt
Short-term loans consisting of bank borrowings at December 31, 2007 and 2006 were ¥2,888 million
and ¥99 million, respectively. The weighted average interest rates on short-term loans outstanding
at December 31, 2007 and 2006 were 3.16% and 4.91%, respectively.
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Loans, principally from banks, maturing in
installments through 2017; bearing weighted
average interest of 1.80% and 1.34% at December
31, 2007 and 2006, respectively, partially secured
by mortgage of property, plant and equipment |
|
¥ |
2,993 |
|
|
¥ |
149 |
|
2.95% Japanese yen notes, due 2007 |
|
|
|
|
|
|
10,000 |
|
2.27% Japanese yen notes, due 2008 |
|
|
10,000 |
|
|
|
10,000 |
|
1.30% Japanese yen convertible debentures, due 2008 |
|
|
128 |
|
|
|
318 |
|
Capital lease obligations |
|
|
10,988 |
|
|
|
10,585 |
|
|
|
|
|
|
|
|
|
|
|
24,109 |
|
|
|
31,052 |
|
Less current portion |
|
|
(15,429 |
) |
|
|
(15,263 |
) |
|
|
|
|
|
|
|
|
|
¥ |
8,680 |
|
|
¥ |
15,789 |
|
|
|
|
|
|
|
|
The aggregate annual maturities of long-term debt outstanding at December 31, 2007 were as follows:
|
|
|
|
|
|
|
(Millions of yen) |
|
Year ending December 31: |
|
|
|
|
2008 |
|
¥ |
15,429 |
|
2009 |
|
|
4,052 |
|
2010 |
|
|
2,446 |
|
2011 |
|
|
1,504 |
|
2012 |
|
|
455 |
|
Thereafter |
|
|
223 |
|
|
|
|
|
|
|
¥ |
24,109 |
|
|
|
|
|
Certain property, plant and equipment with a net book carrying value of ¥2,872 million at December
31, 2007 were mortgaged to secure loans from banks.
Canon entered into an agreement whereby certain assets were deposited into an irrevocable trust to
meet the debt service requirements of the 2.27% Japanese yen notes of ¥10,000 million. The assets
contributed by Canon were debt securities with carrying amounts of ¥10,115 million at December 31,
2007. Cash flows from such investments will be used solely to satisfy the principal and interest
obligations for the debts. Accordingly, the debt securities are included in the consolidated
balance sheets under the captions of marketable securities.
Both short-term and long-term bank loans are made under general agreements which provide that
security and guarantees for present and future indebtedness will be given upon request of the bank,
and that the bank shall have the right to offset cash deposits against obligations that have become
due or, in the event of default, against all obligations due to the bank.
The 1.30% Japanese yen convertible debentures due 2008 are convertible into approximately 128,000
shares of common stock at a conversion price of ¥998.00 per share at December 31, 2007.
11. Trade Payables
Trade payables are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Notes |
|
¥ |
17,088 |
|
|
¥ |
15,902 |
|
Accounts |
|
|
497,138 |
|
|
|
477,156 |
|
|
|
|
|
|
|
|
|
|
¥ |
514,226 |
|
|
¥ |
493,058 |
|
|
|
|
|
|
|
|
80
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Employee Retirement and Severance Benefits
The Company and certain of its subsidiaries have contributory and noncontributory defined benefit
pension plans covering substantially all of their employees. Benefits payable under the plans are
based on employee earnings and years of service. Certain foreign subsidiaries also have defined
contribution pension plans covering substantially all of their employees.
Effective January 1, 2007, the Company and certain of its domestic subsidiaries have amended their
funded defined benefit pension plans, and the projected benefit obligation has decreased by
¥101,620 million primarily due to the modification of the
pattern of future benefit payments. In
conjunction therewith, the Company and certain of its domestic subsidiaries also have implemented
an unfunded retirement and severance plan and a defined contribution pension plan for certain
future pension benefits attributable to employees future services.
The amounts of cost recognized for the defined contribution pension plans of the Company and
certain of its subsidiaries for the years ended December 31, 2007, 2006 and 2005 were ¥10,262
million, ¥6,233 million and ¥4,878 million respectively.
Canon uses a measurement date of December 31 for the majority of its plans.
On December 31, 2006, Canon adopted the recognition and disclosure provisions of SFAS No.158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106 and 132(R) (SFAS 158). SFAS 158 required Canon to recognize the
funded status (i.e., the difference between the fair value of plan assets and the projected benefit
obligations) of its pension plans in the December 31, 2006 consolidated balance sheet, with a
corresponding adjustment to accumulated other comprehensive income (loss), net of tax.The
adjustment to accumulated other comprehensive income (loss) at adoption represented the
unrecognized actuarial loss, unrecognized prior service credit, and unrecognized net transition
obligation, all of which were previously netted against the plans funded status in the
consolidated balance sheet pursuant to the provisions of SFAS 87. These amounts are subsequently
recognized as net periodic benefit cost pursuant to Canons historical accounting policy for
amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and
are not recognized as net periodic benefit cost in the same periods are recognized as a component
of other comprehensive income (loss). Those amounts are subsequently recognized as a component of
net periodic benefit cost on the same basis as the amounts recognized in accumulated other
comprehensive income (loss) at adoption of SFAS 158. The adoption of SFAS 158 had no effect on the
consolidated statement of income for the year ended December 31, 2006, or for any prior period
presented, and it will not affect Canons operating results in future periods.
Obligations and funded status
Reconciliations of beginning and ending balances of the benefit obligations and the fair value of
the plan assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
December 31 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Change in benefit obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligations at beginning of year |
|
¥ |
578,086 |
|
|
¥ |
539,212 |
|
|
¥ |
110,505 |
|
|
¥ |
81,281 |
|
Service cost |
|
|
20,161 |
|
|
|
23,916 |
|
|
|
4,016 |
|
|
|
3,483 |
|
Interest cost |
|
|
11,888 |
|
|
|
13,411 |
|
|
|
4,947 |
|
|
|
3,898 |
|
Plan participants contributions |
|
|
|
|
|
|
|
|
|
|
1,613 |
|
|
|
1,412 |
|
Amendments |
|
|
(101,620 |
) |
|
|
(954 |
) |
|
|
|
|
|
|
|
|
Actuarial gain (loss) |
|
|
(4,623 |
) |
|
|
13,200 |
|
|
|
(3,293 |
) |
|
|
10,386 |
|
Benefits paid |
|
|
(12,888 |
) |
|
|
(11,413 |
) |
|
|
(3,177 |
) |
|
|
(1,651 |
) |
Acquisition |
|
|
2,474 |
|
|
|
714 |
|
|
|
|
|
|
|
|
|
Foreign currency exchange rate changes |
|
|
|
|
|
|
|
|
|
|
(778 |
) |
|
|
11,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligations at end of year |
|
|
493,478 |
|
|
|
578,086 |
|
|
|
113,833 |
|
|
|
110,505 |
|
Change in plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
520,476 |
|
|
|
475,344 |
|
|
|
87,173 |
|
|
|
70,174 |
|
Actual return on plan assets |
|
|
(15,796 |
) |
|
|
14,803 |
|
|
|
2,283 |
|
|
|
4,055 |
|
Employer contributions |
|
|
17,510 |
|
|
|
41,422 |
|
|
|
4,210 |
|
|
|
3,559 |
|
Plan participants contributions |
|
|
|
|
|
|
|
|
|
|
1,613 |
|
|
|
1,412 |
|
Benefits paid |
|
|
(12,498 |
) |
|
|
(11,413 |
) |
|
|
(2,242 |
) |
|
|
(1,651 |
) |
Acquisition |
|
|
1,758 |
|
|
|
320 |
|
|
|
|
|
|
|
|
|
Foreign currency exchange rate changes |
|
|
|
|
|
|
|
|
|
|
(129 |
) |
|
|
9,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
511,450 |
|
|
|
520,476 |
|
|
|
92,908 |
|
|
|
87,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status at end of year |
|
¥ |
17,972 |
|
|
¥ |
(57,610 |
) |
|
¥ |
(20,925 |
) |
|
¥ |
(23,332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
81
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Employee Retirement and Severance Benefits (continued)
Amounts recognized in the consolidated balance sheets at December 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
December 31 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(Millions
of yen) |
|
Other assets |
|
¥ |
41,567 |
|
|
¥ |
3,018 |
|
|
¥ |
347 |
|
|
¥ |
6 |
|
Accrued expenses |
|
|
|
|
|
|
|
|
|
|
(157 |
) |
|
|
(90 |
) |
Accrued pension and severance cost |
|
|
(23,595 |
) |
|
|
(60,628 |
) |
|
|
(21,115 |
) |
|
|
(23,248 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
17,972 |
|
|
¥ |
(57,610 |
) |
|
¥ |
(20,925 |
) |
|
¥ |
(23,332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2007 and 2006
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
December 31 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(Millions
of yen) |
|
Actuarial loss |
|
¥ |
146,937 |
|
|
¥ |
119,484 |
|
|
¥ |
16,905 |
|
|
¥ |
19,821 |
|
Prior service credit |
|
|
(182,073 |
) |
|
|
(93,932 |
) |
|
|
(953 |
) |
|
|
(1,003 |
) |
Net transition obligation |
|
|
2,888 |
|
|
|
3,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
(32,248 |
) |
|
¥ |
29,162 |
|
|
¥ |
15,952 |
|
|
¥ |
18,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligation for all defined benefit plans was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
December 31 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(Millions
of yen) |
|
Accumulated benefit obligation |
|
¥ |
471,146 |
|
|
¥ |
542,610 |
|
|
¥ |
104,275 |
|
|
¥ |
98,589 |
|
The projected benefit obligations and the fair value of plan assets for the pension plans with
projected benefit obligations in excess of plan assets, and the accumulated benefit obligations and
the fair value of plan assets for the pension plans with accumulated benefit obligations in excess
of plan assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
December 31 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(Millions
of yen) |
|
Plans with projected benefit obligations in excess of plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligations |
|
¥ |
179,455 |
|
|
¥ |
546,221 |
|
|
¥ |
113,790 |
|
|
¥ |
110,501 |
|
Fair value of plan assets |
|
|
155,860 |
|
|
|
485,593 |
|
|
|
92,518 |
|
|
|
87,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plans with accumulated benefit obligations in excess of plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligations |
|
¥ |
46,789 |
|
|
¥ |
510,223 |
|
|
¥ |
104,119 |
|
|
¥ |
98,589 |
|
Fair value of plan assets |
|
|
29,599 |
|
|
|
481,452 |
|
|
|
92,401 |
|
|
|
87,163 |
|
Components of net periodic benefit cost and other amounts recognized in other comprehensive income
(loss)
Net periodic benefit cost for Canons employee retirement and severance defined benefit plans
for the years ended December 31, 2007, 2006 and 2005 consisted of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
Years ended December 31 |
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(Millions
of yen) |
|
Service cost |
|
¥ |
20,161 |
|
|
¥ |
23,916 |
|
|
¥ |
22,799 |
|
|
¥ |
4,016 |
|
|
¥ |
3,483 |
|
|
¥ |
3,002 |
|
Interest cost |
|
|
11,888 |
|
|
|
13,411 |
|
|
|
12,769 |
|
|
|
4,947 |
|
|
|
3,898 |
|
|
|
3,403 |
|
Expected return on plan assets |
|
|
(21,148 |
) |
|
|
(21,705 |
) |
|
|
(15,964 |
) |
|
|
(5,427 |
) |
|
|
(4,494 |
) |
|
|
(3,687 |
) |
Amortization of net transition obligation |
|
|
722 |
|
|
|
345 |
|
|
|
345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service credit |
|
|
(13,479 |
) |
|
|
(7,436 |
) |
|
|
(6,855 |
) |
|
|
(86 |
) |
|
|
(113 |
) |
|
|
(1,152 |
) |
Amortization of actuarial loss |
|
|
4,868 |
|
|
|
3,377 |
|
|
|
8,222 |
|
|
|
887 |
|
|
|
402 |
|
|
|
2,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
3,012 |
|
|
¥ |
11,908 |
|
|
¥ |
21,316 |
|
|
¥ |
4,337 |
|
|
¥ |
3,176 |
|
|
¥ |
3,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Employee Retirement and Severance Benefits (continued)
Other changes in plan assets and benefit obligations recognized in other comprehensive income(loss)
for the year ended December 31, 2007 were summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
(Millions of yen) |
|
Current year actuarial (gain) loss |
|
¥ |
32,321 |
|
|
¥ |
(149 |
) |
Amortization of actuarial loss |
|
|
(4,868 |
) |
|
|
(887 |
) |
Prior service credit due to amendments |
|
|
(101,620 |
) |
|
|
|
|
Amortization of prior service credit |
|
|
13,479 |
|
|
|
86 |
|
Amortization of net transition obligation |
|
|
(722 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
(61,410 |
) |
|
¥ |
(950 |
) |
|
|
|
|
|
|
|
The estimated net transition obligation, prior service credit and actuarial loss for the defined
benefit pension plans that will be amortized from accumulated other comprehensive income (loss)
into net periodic benefit cost over the next year are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
(Millions
of yen) |
|
Net transition obligation |
|
¥ |
722 |
|
|
¥ |
|
|
Prior service credit |
|
|
(13,361 |
) |
|
|
(86 |
) |
Actuarial loss |
|
|
6,685 |
|
|
|
849 |
|
Assumptions
Weighted-average assumptions used to determine benefit obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
December 31 |
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
2.5 |
% |
|
|
2.5 |
% |
|
|
5.1 |
% |
|
|
4.5 |
% |
Assumed rate of increase in future compensation levels |
|
|
2.9 |
% |
|
|
2.9 |
% |
|
|
3.1 |
% |
|
|
2.9 |
% |
Weighted-average assumptions used to determine net periodic benefit cost are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
Years ended December 31 |
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
2.5 |
% |
|
|
2.5 |
% |
|
|
2.5 |
% |
|
|
4.5 |
% |
|
|
4.8 |
% |
|
|
4.8 |
% |
Assumed rate of increase in future compensation levels |
|
|
2.9 |
% |
|
|
2.9 |
% |
|
|
3.1 |
% |
|
|
2.9 |
% |
|
|
2.6 |
% |
|
|
2.7 |
% |
Expected long-term rate of return on plan assets |
|
|
3.9 |
% |
|
|
4.5 |
% |
|
|
4.5 |
% |
|
|
6.0 |
% |
|
|
6.4 |
% |
|
|
6.6 |
% |
Canon determines the expected long-term rate of return based on the expected long-term return of
the various asset categories in which it invests. Canon considers the current expectations for
future returns and the actual historical returns of each plan asset category.
Plan assets
The weighted-average asset allocations of Canons benefit plans at December 31, 2007 and 2006 and
target asset allocation by asset category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
December 31 |
|
|
December 31 |
|
|
|
|
|
|
|
|
|
|
|
Target |
|
|
|
|
|
|
|
|
|
|
Target |
|
|
|
2007 |
|
|
2006 |
|
|
allocation |
|
|
2007 |
|
|
2006 |
|
|
allocation |
|
Asset category: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
33.6 |
% |
|
|
43.0 |
% |
|
|
35.4 |
% |
|
|
52.4 |
% |
|
|
57.9 |
% |
|
|
52.3 |
% |
Debt securities |
|
|
45.2 |
|
|
|
37.5 |
|
|
|
45.2 |
|
|
|
33.8 |
|
|
|
25.9 |
|
|
|
33.4 |
|
Cash |
|
|
1.1 |
|
|
|
0.5 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance company general accounts |
|
|
19.5 |
|
|
|
18.6 |
|
|
|
18.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
0.6 |
|
|
|
0.4 |
|
|
|
0.5 |
|
|
|
13.8 |
|
|
|
16.2 |
|
|
|
14.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Employee Retirement and Severance Benefits (continued)
Canons investment policies are designed to ensure adequate plan assets are available to provide
future payments of pension benefits to eligible participants. Taking into account the expected
long-term rate of return on plan assets, Canon formulates a model portfolio comprised of the
optimal combination of equity securities and debt securities. Plan assets are invested in
individual equity and debt securities using the guidelines of the model portfolio in order to
produce a total return that will match the expected return on a mid-term to long-term basis. Canon
evaluates the gap between expected return and actual return of invested plan assets on an annual
basis to determine if such differences necessitate a revision in the formulation of the model
portfolio. Canon revises the model portfolio when and to the extent considered necessary to
achieve the expected long-term rate of return on plan assets.
The plans equity securities include common stock of the Company and certain of its subsidiaries in
the amounts of ¥1,257 million and ¥1,797 million at December 31, 2007 and 2006, respectively.
Contributions
Canon expects to contribute ¥13,699 million to its Japanese defined benefit pension plans and
¥4,409 million to its foreign defined benefit pension plans for the year ending December 31, 2008
Estimated future benefit payments
The following benefit payments, which reflect expected future service, as appropriate, are expected
to be paid:
|
|
|
|
|
|
|
|
|
|
|
Japanese plans |
|
|
Foreign plans |
|
|
|
(Millions
of yen) |
|
Year ending December 31 |
|
|
|
2008 |
|
¥ |
10,949 |
|
|
¥ |
2,163 |
|
2009 |
|
|
11,981 |
|
|
|
2,258 |
|
2010 |
|
|
13,209 |
|
|
|
2,376 |
|
2011 |
|
|
14,901 |
|
|
|
2,570 |
|
2012 |
|
|
16,119 |
|
|
|
2,678 |
|
2013 2017 |
|
|
100,323 |
|
|
|
16,852 |
|
84
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
13. Income Taxes
Domestic and foreign components of income before income taxes and minority interests, and the
current and deferred income tax expense (benefit) attributable to such income are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2007 |
|
|
|
Japanese |
|
|
Foreign |
|
|
Total |
|
|
|
(Millions of yen) |
|
Income before income taxes and minority interests |
|
¥ |
575,017 |
|
|
¥ |
193,371 |
|
|
¥ |
768,388 |
|
|
|
|
|
|
|
|
|
|
|
Income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
¥ |
238,921 |
|
|
¥ |
60,358 |
|
|
¥ |
299,279 |
|
Deferred |
|
|
(31,930 |
) |
|
|
(3,091 |
) |
|
|
(35,021 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
206,991 |
|
|
¥ |
57,267 |
|
|
¥ |
264,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006 |
|
|
|
Japanese |
|
|
Foreign |
|
|
Total |
|
|
|
(Millions of yen) |
|
Income before income taxes and minority interests |
|
¥ |
556,759 |
|
|
¥ |
162,384 |
|
|
¥ |
719,143 |
|
|
|
|
|
|
|
|
|
|
|
Income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
¥ |
201,022 |
|
|
¥ |
54,156 |
|
|
¥ |
255,178 |
|
Deferred |
|
|
(73 |
) |
|
|
(6,872 |
) |
|
|
(6,945 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
200,949 |
|
|
¥ |
47,284 |
|
|
¥ |
248,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005 |
|
|
|
Japanese |
|
|
Foreign |
|
|
Total |
|
|
|
(Millions of yen) |
|
Income before income taxes and minority interests |
|
¥ |
492,709 |
|
|
¥ |
119,295 |
|
|
¥ |
612,004 |
|
|
|
|
|
|
|
|
|
|
|
Income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
¥ |
172,595 |
|
|
¥ |
40,956 |
|
|
¥ |
213,551 |
|
Deferred |
|
|
3,441 |
|
|
|
(4,207 |
) |
|
|
(766 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
176,036 |
|
|
¥ |
36,749 |
|
|
¥ |
212,785 |
|
|
|
|
|
|
|
|
|
|
|
85
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
13. Income Taxes (continued)
The Company and its domestic subsidiaries are subject to a number of income taxes, which, in the
aggregate, represent a statutory income tax rate of approximately 40% for the years ended December
31, 2007, 2006 and 2005.
A reconciliation of the Japanese statutory income tax rate and the effective income tax rate as a
percentage of income before income taxes and minority interests is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Japanese statutory income tax rate |
|
|
40.0 |
% |
|
|
40.0 |
% |
|
|
40.0 |
% |
Increase (reduction) in income taxes resulting from: |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes |
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.3 |
|
Income of foreign subsidiaries taxed at lower than Japanese statutory tax rate |
|
|
(2.8 |
) |
|
|
(2.1 |
) |
|
|
(1.9 |
) |
Tax credit for research and development expenses |
|
|
(4.5 |
) |
|
|
(4.1 |
) |
|
|
(3.9 |
) |
Other |
|
|
1.4 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
34.4 |
% |
|
|
34.5 |
% |
|
|
34.8 |
% |
|
|
|
|
|
|
|
|
|
|
Net deferred income tax assets and liabilities are included in the accompanying consolidated
balance sheets under the following captions:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Prepaid expenses and other current assets |
|
¥ |
79,846 |
|
|
¥ |
66,839 |
|
Other assets |
|
|
68,178 |
|
|
|
67,568 |
|
Other current liabilities |
|
|
(4,506 |
) |
|
|
(4,133 |
) |
Other noncurrent liabilities |
|
|
(28,157 |
) |
|
|
(39,299 |
) |
|
|
|
|
|
|
|
|
|
¥ |
115,361 |
|
|
¥ |
90,975 |
|
|
|
|
|
|
|
|
The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax
liabilities at December 31, 2007 and 2006 are presented below:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Inventories |
|
¥ |
17,359 |
|
|
¥ |
20,077 |
|
Accrued business tax |
|
|
11,555 |
|
|
|
10,654 |
|
Accrued pension and severance cost |
|
|
16,336 |
|
|
|
37,385 |
|
Research and development costs capitalized for tax purposes |
|
|
42,434 |
|
|
|
31,068 |
|
Property, plant and equipment |
|
|
53,487 |
|
|
|
26,577 |
|
Accrued expenses |
|
|
27,903 |
|
|
|
21,277 |
|
Net operating losses carried forward |
|
|
4,080 |
|
|
|
1,767 |
|
Other |
|
|
34,448 |
|
|
|
28,061 |
|
|
|
|
|
|
|
|
|
|
|
207,602 |
|
|
|
176,866 |
|
Less valuation allowance |
|
|
(9,327 |
) |
|
|
(6,500 |
) |
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
198,275 |
|
|
|
170,366 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Undistributed earnings of foreign subsidiaries |
|
|
(13,566 |
) |
|
|
(9,138 |
) |
Net unrealized gains on securities |
|
|
(4,440 |
) |
|
|
(7,521 |
) |
Tax deductible reserve |
|
|
(8,574 |
) |
|
|
(11,955 |
) |
Financing lease revenue |
|
|
(26,892 |
) |
|
|
(35,990 |
) |
Prepaid pension and severance cost |
|
|
(10,604 |
) |
|
|
(3,752 |
) |
Other |
|
|
(18,838 |
) |
|
|
(11,035 |
) |
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
(82,914 |
) |
|
|
(79,391 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
¥ |
115,361 |
|
|
¥ |
90,975 |
|
|
|
|
|
|
|
|
86
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
13. Income Taxes (continued)
The net changes in the total valuation allowance were increases of ¥2,827 million and ¥3,155
million for the years ended December 31, 2007 and 2006, respectively, and a decrease of ¥150
million for the year ended December 31, 2005.
Based upon the level of historical taxable income and projections for future taxable income over
the periods which the net deductible temporary differences are expected to reverse, management
believes it is more likely than not that Canon will realize the benefits of these deferred tax
assets, net of the existing valuation allowance, at December 31, 2007.
At December 31, 2007, Canon had net operating losses which can be carried forward for income tax
purposes of ¥11,795 million to reduce future taxable income. Periods available to reduce future
taxable income vary in each tax jurisdiction and generally range from 1 year to 10 years as
follows:
|
|
|
|
|
|
|
(Millions of yen) |
|
Within one year |
|
¥ |
|
|
After one year through five years |
|
|
1,717 |
|
After five years through ten years |
|
|
6,009 |
|
Indefinite period |
|
|
4,069 |
|
|
|
|
|
Total |
|
¥ |
11,795 |
|
|
|
|
|
Income taxes have not been accrued on undistributed earnings of domestic subsidiaries as the tax
law provides a means by which the dividends from a domestic subsidiary can be received tax free.
Canon has not recognized deferred tax liabilities of ¥49,661 million for a portion of undistributed
earnings of foreign subsidiaries that arose during the year ended December 31, 2007 and prior years
because Canon currently does not expect to have such amounts distributed or paid as dividends to
the Company in the foreseeable future. Deferred tax liabilities will be recognized when Canon
expects that it will realize those undistributed earnings in a taxable manner, such as through
receipt of dividends or sale of the investments. At December 31, 2007, such undistributed earnings
of these subsidiaries were ¥686,837 million.
Canon adopted FIN48 effective January 1, 2007. As a result of implementation of FIN48, Canon
identified unrecognized tax benefits of ¥16,087 million as of January 1, 2007, and did not require
a cumulative-effect adjustment to retained earnings.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
|
|
|
|
|
|
(Millions of yen) |
|
Balance at January 1, 2007 |
|
¥ |
16,087 |
|
Additions for tax positions of the current year |
|
|
994 |
|
Additions for tax positions of prior years |
|
|
1,902 |
|
Reductions for tax positions of prior years |
|
|
(1,340 |
) |
Lapse of the applicable statute of limitations |
|
|
(1,311 |
) |
Settlements |
|
|
(322 |
) |
Other |
|
|
(219 |
) |
|
|
|
|
Balance at December 31, 2007 |
|
¥ |
15,791 |
|
|
|
|
|
Total amount of unrecognized tax benefits that would reduce the effective tax rate, if recognized,
is ¥8,278 million.
Although Canon believes its estimates and assumptions of unrecognized tax benefits are reasonable,
uncertainty regarding the final determination of tax audit settlements and any related litigation
could affect the effective tax rate in the future periods. Based on each of the items of which
Canon is aware at December 31, 2007, no significant changes to the unrecognized tax benefits are
expected within the next twelve months.
Canon recognizes interest and penalties accrued related to unrecognized tax benefits in income
taxes in the consolidated statements of income. Both interest and penalties accrued as of December
31, 2007 and interest and penalties included in income taxes for the year ended December 31, 2007
are not material.
Canon files income tax returns in Japan and various foreign tax jurisdictions. In Japan, Canon is
no longer subject to regular income tax examinations by the tax authority for years before 2006.
While there has been no specific indication by the tax authority that Canon will be subject to a
transfer pricing examination in the near future, the tax authority could conduct a transfer pricing
examination for years after 2000. In other major foreign tax jurisdictions, including the United
States and Netherlands, Canon is no longer subject to income tax examinations by tax authorities
for yeas before 2003 with few exceptions. The tax authorities are currently conducting income tax
examinations of Canons income tax returns for certain years after 2002 in Japan and in major
foreign tax jurisdictions.
87
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
14. Common Stock
Based on the resolution of Board of Directors on May 11, 2006, the Company made a three-for-two
stock split on July 1, 2006, for stockholders recorded in the stockholders register as of June 30,
2006. All share and per share information has been adjusted to reflect the implementation of the
stock split.
For the years ended December 31, 2007, 2006 and 2005, the Company issued 190,380 shares, 331,661
shares and 1,148,292 shares of common stock, respectively, in connection with the conversion of
convertible debt. In accordance with the Corporation Law of Japan, conversion into common stock of
convertible debt is accounted for by crediting one-half or more of the conversion price to the
common stock account and the remainder to the additional paid-in capital account.
15. Legal Reserve and Retained Earnings
The Corporation Law of Japan provides that an amount equal to 10% of distributions from retained
earnings paid by the Company and its Japanese subsidiaries be appropriated as a legal reserve. No
further appropriations are required when the total amount of the additional paid-in capital and the
legal reserve equals 25% of their respective stated capital. The Corporation Law of Japan also
provides that additional paid-in capital and legal reserve are available for appropriations by the
resolution of the stockholders. Certain foreign subsidiaries are also required to appropriate
their earnings to legal reserves under the laws of the respective countries.
Cash dividends and appropriations to the legal reserve charged to retained earnings for the years
ended December 31, 2007, 2006 and 2005 represent dividends paid out during those years and the
related appropriations to the legal reserve. Retained earnings at December 31, 2007 do not reflect
current year-end dividends in the amount of ¥75,663 million which will be payable in March 2008
upon approval by the stockholders.
The amount available for dividends under the Corporation Law of Japan is based on the amount
recorded in the Companys nonconsolidated books of account in accordance with financial accounting
standards of Japan. Such amount was ¥1,383,747 million at December 31, 2007.
Retained earnings at December 31, 2007 included Canons equity in undistributed earnings of
affiliated companies accounted for by the equity method in the amount of ¥20,792 million.
88
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
16. Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Foreign currency translation adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
¥ |
22,858 |
|
|
¥ |
(25,772 |
) |
|
¥ |
(79,751 |
) |
Adjustments for the year |
|
|
(62 |
) |
|
|
48,630 |
|
|
|
53,979 |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
22,796 |
|
|
|
22,858 |
|
|
|
(25,772 |
) |
Net unrealized gains and losses on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
8,065 |
|
|
|
6,073 |
|
|
|
7,470 |
|
Adjustments for the year |
|
|
(1,778 |
) |
|
|
1,992 |
|
|
|
(1,397 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
6,287 |
|
|
|
8,065 |
|
|
|
6,073 |
|
Net gains and losses on derivative instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
(1,663 |
) |
|
|
(1,174 |
) |
|
|
(693 |
) |
Adjustments for the year |
|
|
814 |
|
|
|
(489 |
) |
|
|
(481 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
(849 |
) |
|
|
(1,663 |
) |
|
|
(1,174 |
) |
Minimum pension liability adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
|
|
|
|
(7,339 |
) |
|
|
(28,338 |
) |
Adjustments for the year |
|
|
|
|
|
|
(3,575 |
) |
|
|
20,999 |
|
Adjustment to initially apply SFAS 158 |
|
|
|
|
|
|
10,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
|
|
|
|
|
|
|
|
(7,339 |
) |
Pension liability adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
(26,542 |
) |
|
|
|
|
|
|
|
|
Adjustments for the year |
|
|
32,978 |
|
|
|
|
|
|
|
|
|
Adjustment to initially apply SFAS 158 |
|
|
|
|
|
|
(26,542 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
6,436 |
|
|
|
(26,542 |
) |
|
|
|
|
Total accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
2,718 |
|
|
|
(28,212 |
) |
|
|
(101,312 |
) |
Adjustments for the year |
|
|
31,952 |
|
|
|
46,558 |
|
|
|
73,100 |
|
Adjustment to initially apply SFAS 158 |
|
|
|
|
|
|
(15,628 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
¥ |
34,670 |
|
|
¥ |
2,718 |
|
|
¥ |
(28,212 |
) |
|
|
|
|
|
|
|
|
|
|
89
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
16. Other Comprehensive Income (Loss) (continued)
Tax effects allocated to each component of other comprehensive income (loss) and reclassification
adjustments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
Before-tax amount |
|
|
Tax (expense) or benefit |
|
|
Net-of-tax amount |
|
|
|
(Millions of yen) |
|
2007: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
¥ |
(370 |
) |
|
¥ |
308 |
|
|
¥ |
(62 |
) |
Net unrealized gains and losses on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount arising during the year |
|
|
(7,237 |
) |
|
|
3,037 |
|
|
|
(4,200 |
) |
Reclassification adjustments for gains and losses realized in net income |
|
|
(293 |
) |
|
|
2,715 |
|
|
|
2,422 |
|
|
|
|
|
|
|
|
|
|
|
Net change during the year |
|
|
(7,530 |
) |
|
|
5,752 |
|
|
|
(1,778 |
) |
Net gains and losses on derivative instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount arising during the year |
|
|
590 |
|
|
|
(236 |
) |
|
|
354 |
|
Reclassification adjustments for gains and losses realized in net income |
|
|
772 |
|
|
|
(312 |
) |
|
|
460 |
|
|
|
|
|
|
|
|
|
|
|
Net change during the year |
|
|
1,362 |
|
|
|
(548 |
) |
|
|
814 |
|
Pension liability adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount arising during the year |
|
|
62,768 |
|
|
|
(26,502 |
) |
|
|
36,266 |
|
Reclassification adjustments for gains and losses realized in net income |
|
|
(5,766 |
) |
|
|
2,478 |
|
|
|
(3,288 |
) |
|
|
|
|
|
|
|
|
|
|
Net change during the year |
|
|
57,002 |
|
|
|
(24,024 |
) |
|
|
32,978 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
¥ |
50,464 |
|
|
¥ |
(18,512 |
) |
|
¥ |
31,952 |
|
|
|
|
|
|
|
|
|
|
|
2006: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
¥ |
49,518 |
|
|
¥ |
(888 |
) |
|
¥ |
48,630 |
|
Net unrealized gains and losses on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount arising during the year |
|
|
3,708 |
|
|
|
(1,502 |
) |
|
|
2,206 |
|
Reclassification adjustments for gains and losses realized in net income |
|
|
(388 |
) |
|
|
174 |
|
|
|
(214 |
) |
|
|
|
|
|
|
|
|
|
|
Net change during the year |
|
|
3,320 |
|
|
|
(1,328 |
) |
|
|
1,992 |
|
Net gains and losses on derivative instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount arising during the year |
|
|
(7,126 |
) |
|
|
2,858 |
|
|
|
(4,268 |
) |
Reclassification adjustments for gains and losses realized in net income |
|
|
6,309 |
|
|
|
(2,530 |
) |
|
|
3,779 |
|
|
|
|
|
|
|
|
|
|
|
Net change during the year |
|
|
(817 |
) |
|
|
328 |
|
|
|
(489 |
) |
Minimum pension liability adjustments |
|
|
(4,391 |
) |
|
|
816 |
|
|
|
(3,575 |
) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
¥ |
47,630 |
|
|
¥ |
(1,072 |
) |
|
¥ |
46,558 |
|
|
|
|
|
|
|
|
|
|
|
2005: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
¥ |
55,345 |
|
|
¥ |
(1,366 |
) |
|
¥ |
53,979 |
|
Net unrealized gains and losses on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount arising during the year |
|
|
9,005 |
|
|
|
(3,892 |
) |
|
|
5,113 |
|
Reclassification adjustments for gains and losses realized in net income |
|
|
(10,793 |
) |
|
|
4,283 |
|
|
|
(6,510 |
) |
|
|
|
|
|
|
|
|
|
|
Net change during the year |
|
|
(1,788 |
) |
|
|
391 |
|
|
|
(1,397 |
) |
Net gains and losses on derivative instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount arising during the year |
|
|
(9,137 |
) |
|
|
3,658 |
|
|
|
(5,479 |
) |
Reclassification adjustments for gains and losses realized in net income |
|
|
8,333 |
|
|
|
(3,335 |
) |
|
|
4,998 |
|
|
|
|
|
|
|
|
|
|
|
Net change during the year |
|
|
(804 |
) |
|
|
323 |
|
|
|
(481 |
) |
Minimum pension liability adjustments |
|
|
40,364 |
|
|
|
(19,365 |
) |
|
|
20,999 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
¥ |
93,117 |
|
|
¥ |
(20,017 |
) |
|
¥ |
73,100 |
|
|
|
|
|
|
|
|
|
|
|
90
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
17. Net Income per Share
The basic and diluted net income per share as well as the number of shares has been calculated to
reflect the three-for-two stock split that was completed on July 1, 2006.
A reconciliation of the numerators and denominators of basic and diluted net income per share
computations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Net income |
|
¥ |
488,332 |
|
|
¥ |
455,325 |
|
|
¥ |
384,096 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
1.20% Japanese yen convertible debentures, due 2005 |
|
|
|
|
|
|
|
|
|
|
5 |
|
1.30% Japanese yen convertible debentures, due 2008 |
|
|
4 |
|
|
|
8 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
Diluted net income |
|
¥ |
488,336 |
|
|
¥ |
455,333 |
|
|
¥ |
384,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Number of shares) |
|
Average common shares outstanding |
|
|
1,293,295,680 |
|
|
|
1,331,542,074 |
|
|
|
1,330,760,715 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
1.20% Japanese yen convertible debentures, due 2005 |
|
|
|
|
|
|
|
|
|
|
185,755 |
|
1.30% Japanese yen convertible debentures, due 2008 |
|
|
221,751 |
|
|
|
474,796 |
|
|
|
1,118,931 |
|
|
|
|
|
|
|
|
|
|
|
Diluted common shares outstanding |
|
|
1,293,517,431 |
|
|
|
1,332,016,870 |
|
|
|
1,332,065,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Yen) |
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
¥ |
377.59 |
|
|
¥ |
341.95 |
|
|
¥ |
288.63 |
|
Diluted |
|
|
377.53 |
|
|
|
341.84 |
|
|
|
288.36 |
|
91
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
18. Derivatives and Hedging Activities
Risk management policy
Canon operates internationally, exposing it to the risk of changes in foreign currency exchange
rates. Derivative financial instruments are comprised principally of foreign exchange contracts
utilized by the Company and certain of its subsidiaries to reduce the risk. Canon assesses foreign
currency exchange rate risk by continually monitoring changes in the exposures and by evaluating
hedging opportunities. Canon does not hold or issue derivative financial instruments for trading
purposes. Canon is also exposed to credit-related losses in the event of non-performance by
counterparties to derivative financial instruments, but it is not expected that any counterparties
will fail to meet their obligations, because most of the counterparties are internationally
recognized financial institutions and contracts are diversified across a number of major financial
institutions.
Foreign currency exchange rate risk management
Canons international operations expose Canon to the risk of changes in foreign currency exchange
rates. Canon uses foreign exchange contracts to manage certain foreign currency exchange exposures
principally from the exchange of U.S. dollars and euros into Japanese yen. These contracts are
primarily used to hedge the foreign currency exposure of forecasted intercompany sales and
intercompany trade receivables which are denominated in foreign currencies. In accordance with
Canons policy, a specific portion of foreign currency exposure resulting from forecasted
intercompany sales are hedged using foreign exchange contracts which principally mature within
three months.
Cash flow hedge
Changes in the fair value of derivative financial instruments designated as cash flow hedges,
including foreign exchange contracts associated with forecasted intercompany sales, are reported in
accumulated other comprehensive income (loss). These amounts are subsequently reclassified into
earnings through other income (deductions) in the same period as the hedged items affect earnings.
Substantially all amounts recorded in accumulated other comprehensive income (loss) at year-end are
expected to be recognized in earnings over the next 12 months. Canon excludes the time value
component from the assessment of hedge effectiveness. Changes in the fair value of a foreign
exchange contract for the period between the date that the forecasted intercompany sales occur and its
maturity date are recognized in earnings and not considered hedge ineffectiveness.
The amount of the hedging ineffectiveness was not material for the years ended December 31, 2007,
2006 and 2005. The amount of net gains or losses excluded from the assessment of hedge
effectiveness (time value component) which was recorded in other income (deductions) was net losses
of ¥6,883 million, ¥5,917 million and ¥3,725 million for the years ended December 31, 2007, 2006
and 2005, respectively.
Derivatives not designated as hedges
Canon has entered into certain foreign exchange contracts to manage its foreign currency exposures.
These foreign exchange contracts have not been designated as hedges. Accordingly, the changes in
fair value of the contracts are recorded in earnings immediately.
Contract amounts of foreign exchange contracts at December 31, 2007 and 2006 are set forth below:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
2007 |
|
2006 |
|
|
(Millions of yen) |
To sell foreign currencies |
|
¥ |
697,240 |
|
|
¥ |
717,136 |
|
To buy foreign currencies |
|
|
46,897 |
|
|
|
51,189 |
|
92
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
19. Commitments and Contingent Liabilities
Commitments
At December 31, 2007, commitments outstanding for the purchase of property, plant and equipment
approximated ¥117,119 million, and commitments outstanding for the purchase of parts and raw
materials approximated ¥91,882 million.
Canon occupies sales offices and other facilities under lease arrangements accounted for as
operating leases. Deposits made under such arrangements aggregated ¥14,440 million and ¥13,648
million at December 31, 2007 and 2006, respectively, and are included in noncurrent receivables in
the accompanying consolidated balance sheets. Rental expenses under the operating lease
arrangements amounted to ¥36,900 million, ¥36,157 million and ¥38,297 million for the years ended
December 31, 2007, 2006 and 2005, respectively.
Future minimum lease payments required under noncancelable operating leases that have initial or
remaining lease terms in excess of one year at December 31, 2007 are as follows:
|
|
|
|
|
|
|
(Millions of yen) |
|
Year ending December 31: |
|
|
|
|
2008 |
|
¥ |
16,365 |
|
2009 |
|
|
12,382 |
|
2010 |
|
|
7,637 |
|
2011 |
|
|
5,681 |
|
2012 |
|
|
4,055 |
|
Thereafter |
|
|
11,281 |
|
|
|
|
|
Total future minimum lease payments |
|
¥ |
57,401 |
|
|
|
|
|
Guarantees
Canon provides guarantees for bank loans of its employees, affiliates and other companies. The
guarantees for the employees are principally made for their housing loans. The guarantees of loans
of its affiliates and other companies are made to ensure that those companies operate with less
financial risk.
For each guarantee provided, Canon would have to perform under a guarantee if the borrower defaults
on a payment within the contract periods of 1 year to 30 years, in the case of employees with
housing loans, and of 1 year to 10 years, in the case of affiliates and other companies. The
maximum amount of undiscounted payments Canon would have had to make in the event of default is
¥27,946 million at December 31, 2007. The carrying amounts of the liabilities recognized for
Canons obligations as a guarantor under those guarantees at December 31, 2007 were not
significant.
Canon also issues contractual product warranties under which it generally guarantees the
performance of products delivered and services rendered for a certain period or term. Changes in
accrued product warranty cost for the years ended December 31, 2007 and 2006 are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Millions of yen) |
|
Balance at beginning of year |
|
¥ |
18,144 |
|
|
¥ |
16,746 |
|
Addition |
|
|
31,053 |
|
|
|
18,686 |
|
Utilization |
|
|
(26,199 |
) |
|
|
(18,377 |
) |
Other |
|
|
(2,860 |
) |
|
|
1,089 |
|
|
|
|
|
|
|
|
Balance at end of year |
|
¥ |
20,138 |
|
|
¥ |
18,144 |
|
|
|
|
|
|
|
|
93
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
19. Commitments and Contingent Liabilities (continued)
Legal proceedings
In October 2003, a lawsuit was filed by a former employee against the Company at the Tokyo District
Court in Japan. The lawsuit alleges that the former employee is entitled to ¥45,872 million as
compensation for an invention related to certain technology used by the Company, and the former
employee has sued for a partial payment of ¥1,000 million and interest thereon. On January 30,
2007, the Tokyo District Court in Japan ordered the Company to pay the former employee
approximately ¥33.5 million and interest thereon. On the same day, the Company appealed the
decision. This lawsuit is currently under trial in the Intellectual Property High Court.
In Germany, Verwertungsgesellschaft Wort (VG Wort), a collecting agency representing certain
copyright holders, has filed a series of lawsuits seeking to impose copyright levies upon digital
products such as PCs and printers, that allegedly enable the reproduction of copyrighted materials,
against the companies importing and distributing these digital products. In May 2004, VG Wort filed
a civil lawsuit against Hewlett-Packard GmbH seeking levies on multi-function printers. This is an
industry test case under which Hewlett-Packard GmbH represents other companies sharing common
interests, and Canon has undertaken to be bound by the final decision of this court case. The court
of first instance and the court of appeals held that the multi-function printers were subject to a
levy. In particular, the court of appeals ordered Hewlett-Packard GmbH to pay the amount equivalent
to the levies imposed on photocopiers (EUR 38.35 to EUR 613.56 per unit, depending on printing
speed and color printing capability). On January 30, 2008, the Federal Supreme Court delivered its
short judgment in favor of VG Wort, maintaining the judgment of the court of appeals, whereby the
court decided that, for MFPs sold during the period from 1997 through 2001, the same full tariff as
applicable to photocopier should be applied. It is expected that the Federal Supreme Court will
issue a written full judgment explaining the rationale underlying its decision sometime in the next
several months. If Hewlett-Packard GmbH decides to file a claim with the Federal Constitutional
Court challenging the judgment of the Federal Supreme Court, it will have 30 days to file a claim
from receipt of the Federal Supreme Courts written full judgment. With regard to single-function
printers, VG Wort filed a separate lawsuit in January 2006 against Canon, seeking payment of
copyright levies, and the court of first instance in Düsseldorf ruled in favor of the claim by VG
Wort in November 2006. Canon lodged an appeal against such decision in December 2006. In a similar
court case, which does not include Canon, seeking copyright levies on single-function printers of
Epson Deutschland GmbH, Xerox GmbH and Kyocera Mita Deutschland GmbH, the court of appeals in
Düsseldorf rejected such alleged levies on January 23, 2007. Consistent with the last decision,
Canon won its appeal at the court of appeal. In its judgment of November 13, 2007, the court of
appeal rejected VG Worts claim against Canon. VG Wort appealed further against decisions of the
court of appeal for both Epson et al. and Canon cases before the Federal Supreme Court. In
December 2007, for a similar Hewlett-Packard GmbH case relating to single-function printers, the
Federal Supreme Court delivered its judgment in favor of Hewlett-Packard GmbH and dismissed VG
Worts claim. Written full judgment by the Federal Supreme Court
was issued on January 24, 2008. Canon was
informed that VG Wort already filed a constitutional complaint with the Federal Constitutional
Court against said judgment of the Federal Supreme Court. Canon, other companies and the industry
associations have expressed opposition to such extension of the levy scope. Based on industry
opposition to the extension of levies to digital products, Canons assessments of the merits of
various proceeding and Canons estimates of the units impacted and levies, Canon has accrued
amounts that it believes are adequate to address the matters described above. However, the final
conclusion of these court cases including the amount of levies to be imposed and the associated
financial impact on Canon remains uncertain.
In April 2005, a lawsuit was filed by Nano-Proprietary Inc. (NPI) against the Company and Canon
U.S.A., Inc. in the United States District Court of Texas alleging that SED Inc., a joint venture
company established by the Company and Toshiba Corporation, was not
regarded as a subsidiary
under the Patent License Agreement between the Company and NPI and that the extension of the
license to SED Inc. constituted a breach of the agreement. NPI also alleged that Canon committed
fraud in executing such agreement, and requested rescission of the agreement and compensatory
damages. In November 2006, the Court denied Canons motion for a summary judgment that SED Inc. was
a subsidiary of the Company. In January 2007, the Company purchased all the shares of SED Inc. owned by Toshiba Corporation,
making SED Inc. a 100% owned subsidiary of the Company. However, on February 22, 2007, the Court
issued a summary judgment stating that SED Inc. (before the above stock purchase) was not a
subsidiary of the Company, that the Company had materially breached the patent license agreement
and that NPI was allowed to terminate that agreement. Thereafter, a trial was held from April 30
to May 3, 2007, in Austin, Texas. NPIs fraud claims against Canon were withdrawn by NPI and the
jury returned a verdict that NPI had sustained no damages. All claims against Canon U.S.A., Inc.
were also withdrawn by NPI. On May 15, 2007, Canon filed a notice of appeal to the United States
Court of Appeals for the Fifth Circuit, appealing the District Courts prior ruling that Canon had
breached the patent license agreement with NPI that allowed NPI to terminate that agreement. On
June 4, 2007, NPI also filed a notice of appeal, appealing the District Courts determination that
NPI had sustained no damages. These appeals are still pending.
Canon is involved in various claims and legal actions, including those noted above, arising in the
ordinary course of business. In accordance with SFAS No. 5, Accounting for Contingencies, Canon
has recorded provisions for liabilities when it is probable that liabilities have been incurred and
the amount of loss can be reasonably estimated. Canon reviews these provisions at least quarterly
and adjusts these provisions to reflect the impact of the negotiations, settlements, rulings,
advice of legal counsel and other information and events pertaining to a particular case. Based on
its experience, Canon believes that any damage amounts claimed in the specific matters discussed
above are not a meaningful indicator of Canons potential liability. In the opinion of management,
the ultimate disposition of the above mentioned matters will not have a material adverse effect on
Canons consolidated financial position, results of operations, or cash flows. However, litigation
is inherently unpredictable. While Canon believes that it has valid defenses with respect to legal
matters pending against it, it is possible that Canons consolidated financial position, results of
operations, or cash flows could be materially affected in any particular period by the unfavorable
resolution of one or more of these matters.
94
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
20. Disclosures about the Fair Value of Financial Instruments and Concentrations of Credit Risk
Fair value of financial instruments
The estimated fair values of Canons financial instruments at December 31, 2007 and 2006 are set
forth below. The following summary excludes cash and cash equivalents, time deposits, trade
receivables, finance receivables, noncurrent receivables, short-term loans, trade payables, accrued
expenses for which fair values approximate their carrying amounts. The summary also excludes
marketable securities and investments which are disclosed in Note 3.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
|
|
amount |
|
|
fair value |
|
|
amount |
|
|
fair value |
|
|
|
(Millions of yen) |
|
Long-term debt, including
current installments |
|
¥ |
(24,109 |
) |
|
¥ |
(24,714 |
) |
|
¥ |
(31,052 |
) |
|
¥ |
(32,795 |
) |
Foreign exchange contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
806 |
|
|
|
806 |
|
|
|
307 |
|
|
|
307 |
|
Liabilities |
|
|
(12,335 |
) |
|
|
(12,335 |
) |
|
|
(17,534 |
) |
|
|
(17,534 |
) |
The following methods and assumptions are used to estimate the fair value in the above table.
Long-term debt
The fair values of Canons long-term debt instruments are based on the quoted price in the most
active market or the present value of future cash flows associated with each instrument discounted
using Canons current borrowing rate for similar debt instruments of comparable maturity.
Foreign exchange contracts
The fair values of foreign exchange contracts, all of which are used for purposes other than
trading, are estimated by obtaining quotes from brokers.
Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and
information about the financial instruments. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be determined with
precision. Changes in assumptions could significantly affect the estimates.
Concentrations of credit risk
At December 31, 2007 and 2006, one customer accounted for approximately 16% and 14% of consolidated
trade receivables, respectively. Although Canon does not expect that the customer will fail to
meet its obligations, Canon is potentially exposed to concentrations of credit risk if the customer
failed to perform according to the terms of the contracts.
21. Supplemental Cash Flow Information
For the years ended December 31, 2007, 2006 and 2005, aggregate common stock and additional paid-in
capital arising from conversion of convertible debt amounted to ¥190 million, ¥331 million and
¥1,147 million, respectively.
22. Subsequent Event
On February 27, 2008, the Company entered into a stock purchase agreement with Hitachi, Ltd.
(Hitachi) to acquire shares of Hitachi Displays, Ltd. (Hitachi Displays), a wholly- owned
subsidiary of Hitachi, with an aim to construct a comprehensive liquid crystal display (LCD)
panel business alliance, following the resolution of the acquisition by the Board of Directors on
the same day. Under the terms of this agreement, the Company will acquire a 24.9% stake in Hitachi
Displays by March 31, 2008, for approximately ¥43,200 million, pending regulatory approval.
95
Canon Inc. and Subsidiaries
Valuation and Qualifying Accounts
|
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|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
Balance at |
|
|
Add |
|
|
Deduct |
|
|
Add |
|
|
Balance |
|
|
|
beginning of |
|
|
charge to |
|
|
bad debts |
|
|
translation |
|
|
at end of |
|
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|
period |
|
|
income |
|
|
written off |
|
|
adjustments |
|
|
period |
|
|
|
(Millions of yen) |
|
Year ended December 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
¥ |
13,849 |
|
|
¥ |
3,527 |
|
|
¥ |
2,978 |
|
|
¥ |
149 |
|
|
¥ |
14,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
¥ |
11,728 |
|
|
¥ |
3,384 |
|
|
¥ |
2,058 |
|
|
¥ |
795 |
|
|
¥ |
13,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005: |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
¥ |
11,657 |
|
|
¥ |
560 |
|
|
¥ |
1,180 |
|
|
¥ |
691 |
|
|
¥ |
11,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96
Item 18. Financial Statements
Not applicable.
Item 19. Exhibits
List of exhibits
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1.1
|
|
Articles of Incorporation of Canon
Inc. (Translation), incorporated by reference from the annual report
on Form 20-F (Commission file number 0-15122) filed on April 5, 2007 |
|
|
|
|
|
|
|
1.2
|
|
Regulations of the Board of
Directors of Canon Inc. (Translation) |
|
|
|
|
|
|
|
2
|
|
Regulations for Handling of Shares of Canon Inc. (Translation) |
|
|
|
|
|
|
|
8
|
|
List of Significant Subsidiaries (See Organizational Structure in Item 4.C. of this
Form 20-F) |
|
|
|
|
|
|
|
11.1
|
|
Canon Group Code of Conduct (Translation) , incorporated by reference from the annual
report on Form20-F (Commission file number 0-15122) filed on June 10, 2004 |
|
|
|
|
|
|
|
11.2
|
|
Code of Ethics (Supplement to The Canon Group Code of Conduct) (Translation), incorporated by
reference from the annual report on Form20-F (Commission file number 0-15122) filed on June 10, 2004 |
|
|
|
|
|
|
|
12
|
|
Certifications of Chairman &
CEO and Managing Director, Group Executive of Finance and Accounting
Headquarters pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
|
|
|
|
|
13
|
|
Certification of Chairman &
CEO and Managing Director, Group Executive of Finance and Accounting
Headquarters pursuant to Section 906 of the Sarbanes-Oxley Act |
97
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant certifies that it meets all of the
requirements for filing on Form 20-F and has duly caused this Annual Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
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|
CANON INC.
(Registrant) |
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|
By:
|
|
/s/ Masahiro Osawa |
|
|
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|
|
|
|
|
|
Masahiro Osawa Managing
Director Group Executive of Finance and Accounting Headquarters |
|
|
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|
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|
|
Canon Inc.
30-2, Shimomaruko 3-chome,
Ohta-ku, Tokyo 146-8501, Japan |
Date March 28, 2008
98
EXHIBIT INDEX
|
|
|
Exhibit number |
|
Title |
Exhibit 1.1 |
|
Articles of Incorporation of Canon
Inc. (Translation), incorporated by reference from the annual report
on Form 20-F (Commission file number 0-15122) filed on April 5, 2007 |
|
|
|
Exhibit 1.2
|
|
Regulations Of the Board of Directors of Canon Inc. (Translation) |
|
|
|
Exhibit 2
|
|
Regulations for Handling of Shares of Canon Inc. (Translation) |
|
|
|
Exhibit 8
|
|
List of Significant Subsidiaries (See Organizational Structure in Item
4.C. of this Form 20-F) |
|
|
|
Exhibit 11.1
|
|
Canon Group Code of Conduct (Translation) , incorporated by reference from
the annual report on Form20-F (Commission file number 0-15122) filed on June 10, 2004 |
|
|
|
Exhibit 11.2
|
|
Code of Ethics (Supplement to The Canon Group Code of Conduct)
(Translation), incorporated by reference from the annual report on Form20-F (Commission file number 0-15122) filed on June 10, 2004 |
|
|
|
Exhibit 12
|
|
Certifications of Chairman &
CEO and Managing Director, Group Executive of Finance and Accounting
Headquarters pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
|
Exhibit 13
|
|
Certification of Chairman &
CEO and Managing Director, Group Executive of Finance and Accounting
Headquarters pursuant to Section 906 of the Sarbanes-Oxley Act |
99